MUTUAL NON-DISCLOSURE AGREEMENT (NORTH CAROLINA)

("Agreement")

[// GUIDANCE: This template follows a robust architecture suitable for most commercial transactions. Customize bracketed placeholders and optional provisions to match the specific deal history, industry, and governing-law election.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Parties. This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between:

(a) [Full Legal Name of Party A], a [Jurisdiction & Entity Type], having a principal place of business at [Address] ("Party A"); and
(b) [Full Legal Name of Party B], a [Jurisdiction & Entity Type], having a principal place of business at [Address] ("Party B", and together with Party A, each a "Party" and collectively, the "Parties").

1.2 Recitals.
WHEREAS, each Party possesses certain proprietary or confidential information and desires to disclose such information to the other Party solely for the purpose of [describe transaction/project] (the "Permitted Purpose"); and
WHEREAS, the Parties wish to protect the confidentiality of such information in accordance with the terms set forth herein and in consideration of the mutual promises contained herein;

NOW, THEREFORE, the Parties agree as follows:

2. DEFINITIONS

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.

"Confidential Information" means all non-public, proprietary, or confidential data or information disclosed by a Disclosing Party to a Receiving Party, in any form, whether oral, written, electronic, visual, or otherwise, that is identified as confidential or that a reasonable person should understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Trade Secrets.

"Disclosing Party" means the Party (or its Affiliate) disclosing Confidential Information.

"Receiving Party" means the Party (or its Affiliate) receiving Confidential Information.

"Representatives" means a Party's and its Affiliates' directors, officers, employees, agents, consultants, advisors, and potential financing sources who have a legitimate need to know the Confidential Information for the Permitted Purpose.

"Trade Secret" means information that derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons and is subject to reasonable efforts to maintain its secrecy, as contemplated under 18 U.S.C. Section 1836, et seq. and North Carolina General Statutes Section 66-152 et seq.

3. OPERATIVE PROVISIONS

3.1 Confidentiality Obligations. The Receiving Party shall:
(a) hold all Confidential Information in strict confidence using at least the degree of care it employs to protect its own information of similar sensitivity, and in no event less than a commercially reasonable degree of care;
(b) use the Confidential Information solely for the Permitted Purpose;
(c) restrict disclosure of Confidential Information only to its Representatives who need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein; and
(d) be liable for any breach of this Agreement by its Representatives.

3.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written records:
(a) is or becomes publicly available through no breach of this Agreement;
(b) is received from a third party without breach of any confidentiality obligation;
(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
(d) is approved in writing for release by the Disclosing Party.

3.3 Mandatory Disclosures. If the Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice to permit the Disclosing Party to seek a protective order or other appropriate remedy.

3.4 Return or Destruction. Upon the earlier of (i) written request by the Disclosing Party or (ii) termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and all copies, summaries, and extracts thereof.

3.5 No License. All Confidential Information remains the property of the Disclosing Party.

3.6 Term. The obligations of confidentiality and non-use shall survive for [three (3)] years after termination. Trade Secret obligations survive so long as the information remains a Trade Secret.

4. REPRESENTATIONS & WARRANTIES

4.1 Authority. Each Party represents and warrants that it has full corporate power and authority to execute, deliver, and perform this Agreement.

4.2 No Warranty as to Information. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT ANY WARRANTY.

5. COVENANTS & RESTRICTIONS

5.1 Prohibited Actions. The Receiving Party shall not reverse-engineer or remove proprietary notices.

5.2 Notice of Unauthorized Use. The Receiving Party shall immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure.

5.3 Compliance with Law. Each Party shall comply with all applicable laws.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any breach of Sections 3 or 5 constitutes an "Event of Default."

6.2 Injunctive Relief. The non-breaching Party shall be entitled to seek equitable relief without posting bond.

6.3 Damages & Costs. The non-breaching Party may recover actual damages, including reasonable attorneys' fees.

7. RISK ALLOCATION

7.1 Limitation of Liability. NO LIABILITY CAP applies.

7.2 No Indemnification. This Agreement does not create any indemnification obligations.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by the laws of North Carolina.

8.2 Arbitration. Disputes shall be settled by binding arbitration in [CITY], North Carolina.

8.3 Exclusive Forum for Injunctive Relief. State and federal courts located in [COUNTY], North Carolina.

8.4 Jury Waiver. EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment is valid unless in writing and signed by both Parties.

9.2 Assignment. Neither Party may assign without prior written consent.

9.3 Severability. If any provision is held invalid, the remaining provisions remain in full force.

9.4 Integration. This Agreement constitutes the entire agreement.

9.5 Counterparts; Electronic Signatures. May be executed in counterparts.

9.6 Notice. All notices must be in writing.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

(c) [Year] All rights reserved.