Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into between:

Stensmann Group s.r.o. and the Client are individually referred to as a “Party” and collectively as the “Parties”.

Recitals

The Parties wish to explore or enter into discussions regarding prospective or ongoing product strategy, product management, fractional leadership, software prototyping, or MVP engineering engagements (the “Permitted Purpose”). In the course of these discussions, each Party may disclose to the other Party valuable proprietary, technical, and commercial information. The Parties agree to protect such information pursuant to the terms herein.

1. Definition of Confidential Information

1.1 “Confidential Information” means any information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), directly or indirectly, in oral, written, visual, electronic, or tangible format, that is marked as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 Confidential Information specifically includes, without limitation:

• product roadmaps, feature specifications, architecture diagrams, algorithms, and source code;
• business models, pricing methodologies, customer lists, investor presentations, and market research;
• financial data, sales metrics, conversion rates, and operational projections;
• PRDs, wireframes, user testing feedback, API keys, credentials, and technical know-how;
• the existence, terms, and progress of the discussions and relationship between the Parties.

2. Exclusions from Confidentiality

2.1 Confidential Information does not include information that the Receiving Party can establish by competent written evidence:

• is or becomes publicly known through no breach of this Agreement by the Receiving Party;
• was already in the rightful possession of the Receiving Party prior to disclosure without an obligation of confidentiality;
• is lawfully received from a third party having the right to make such disclosure without restriction; or
• was independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information.

3. Standard of Care & Non-Disclosure Obligations

3.1 The Receiving Party agrees to treat all Confidential Information with at least the same degree of care it uses for its own confidential information of like character, but in no event less than a reasonable degree of care.

3.2 The Receiving Party shall:

• use the Confidential Information solely for the Permitted Purpose;
• not disclose Confidential Information to any third party without prior written consent from the Disclosing Party;
• restrict access solely to employees, contractors, and legal/financial advisors who have a strict need to know and are bound by confidentiality obligations at least as restrictive as those herein.

4. Compelled Legal Disclosure

4.1 If the Receiving Party is required by law, court order, or governmental authority to disclose Confidential Information, it shall (to the extent legally permissible) provide prompt written notice to the Disclosing Party and cooperate in seeking a protective order or limiting the disclosure.

5. Term and Duration

5.1 This Agreement governs disclosures made from the Effective Date for a period of one (1) year.

5.2 The obligations of confidentiality and non-use shall survive for a period of three (3) years following the date of disclosure; provided, however, that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

6. Return or Destruction of Materials

6.1 Upon written request by the Disclosing Party, the Receiving Party shall promptly return or certify the secure destruction of all tangible and electronic copies of Confidential Information, except for copies retained in standard automated archival backups or required for compliance.

7. No Intellectual Property Transfer

7.1 Nothing in this Agreement grants either Party any right, title, license, or interest in or to the intellectual property of the other Party. Any transfer or license of IP in project deliverables shall be governed solely by a separate written Statement of Work (SOW).

8. Governing Law and Jurisdiction

8.1 This Agreement shall be governed by and construed in accordance with the laws of the Czech Republic.

8.2 The Parties agree that the competent courts of the Czech Republic located in Brno shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.

9. Signatures