Mutual Non-Disclosure Agreement (NDA)

1. Purpose

Each party may disclose confidential information ("CI") to enable collaboration, evaluation, or delivery of services through MVP UC.

2. Definition of CI

CI includes all non-public, proprietary, or sensitive information—whether labeled confidential or reasonably understood as such—including but not limited to: code, architecture, product plans, business strategy, user data, and session content.

3. Obligations

The receiving party will:

• (a) Use CI solely for the stated purpose.
• (b) Safeguard CI using reasonable administrative, technical, and physical protections.
• (c) Only disclose CI to employees or contractors who need to know and are bound by equivalent confidentiality terms.

4. Exclusions

CI does not include information that:

• (i) Becomes public through no breach of this Agreement;
• (ii) Was already lawfully known;
• (iii) Is independently developed without use of CI; or
• (iv) Is lawfully received from another source.

5. Legal Compulsion

If legally required to disclose CI, the receiving party may do so only after (if permitted) providing prompt written notice to allow the disclosing party to seek protection or limit disclosure.

6. Duration

Confidentiality obligations survive for 2 years from the date of last disclosure. Trade secrets are protected for as long as they remain trade secrets under applicable law.

7. Return or Destruction

Upon request, all CI must be promptly returned or permanently destroyed.

8. Residual Knowledge

Retention of general know-how, skills, or concepts in unaided memory is permitted, provided there is no deliberate copying, reuse, or creation of derivative works from CI.

9. No License Granted

This agreement does not confer any license or transfer of intellectual property rights unless explicitly stated in writing.

10. Equitable Relief

Any breach of confidentiality may cause irreparable harm and entitle the injured party to injunctive or equitable relief, in addition to legal remedies.

11. Governing Law & Jurisdiction

This Agreement shall be governed by the laws of the Commonwealth of Kentucky. The parties consent to the exclusive jurisdiction of the state and federal courts located in Kentucky.

12. Miscellaneous

Each party is an independent contractor. This Agreement does not create a partnership, joint venture, or employment relationship. No warranties are made regarding the information disclosed.