Non-Disclosure Agreement

Non-Disclosure Agreement

Effective Date: The date of electronic signature below.

Between:

(1) MissionOpsAI Ltd, a company registered in England and Wales (the "Disclosing Party"); and

(2) The individual or entity identified in the signature section below (the "Receiving Party").

Together referred to as the "Parties" and individually as a "Party".

1. Purpose

The Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of evaluating a potential investment in, or commercial relationship with, the Disclosing Party (the "Purpose").

2. Definition of Confidential Information

"Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, including but not limited to:

1. Business plans, financial data, projections, and models;
2. Technical information, software architecture, source code, algorithms, and system designs;
3. Product roadmaps, features (planned and existing), and development timelines;
4. Customer and prospect information, pricing strategies, and market analysis;
5. Trade secrets, know-how, inventions, and intellectual property;
6. Employee and personnel information;
7. Any information marked as "confidential", "proprietary", or with similar designation; and
8. Any information that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

1. Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;
2. Use the Confidential Information solely for the Purpose and for no other purpose;
3. Restrict access to the Confidential Information to those of its employees, agents, and advisors who have a need to know for the Purpose, and who are bound by confidentiality obligations no less restrictive than those contained herein;
4. Exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;
5. Not copy, reproduce, or distribute the Confidential Information except as reasonably necessary for the Purpose;
6. Promptly notify the Disclosing Party in writing of any unauthorised use or disclosure of the Confidential Information.

4. Exclusions from Confidential Information

The obligations of confidentiality shall not apply to information that:

1. Is or becomes publicly available through no fault of the Receiving Party;
2. Was in the Receiving Party's lawful possession before disclosure by the Disclosing Party, as evidenced by written records;
3. Is independently developed by the Receiving Party without reference to or use of the Confidential Information;
4. Is lawfully received from a third party without restriction on disclosure and without breach of any obligation of confidentiality; or
5. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy.

5. Term

This Agreement shall remain in effect for a period of two (2) years from the date of electronic signature. The obligations of confidentiality shall survive the expiration or termination of this Agreement with respect to Confidential Information disclosed during the term.

6. Return of Materials

Upon the Disclosing Party's written request, or upon expiration or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, summaries, and extracts thereof, and shall certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain one archival copy of the Confidential Information solely for compliance and legal purposes, subject to the continuing confidentiality obligations herein.

7. No Licence or Obligation

Nothing in this Agreement shall be construed as granting any licence or rights to the Receiving Party in or to any Confidential Information, intellectual property, or other proprietary rights of the Disclosing Party. Neither Party shall be under any obligation to enter into any further agreement or transaction as a result of this Agreement.

8. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the requirement of posting a bond or other security.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising out of or in connection with this Agreement.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether written or oral. This Agreement may not be amended except by a written instrument signed by both Parties.

11. Electronic Signature

The Parties agree that electronic signatures shall have the same legal effect as handwritten signatures for the purposes of this Agreement, in accordance with the Electronic Communications Act 2000 and the Electronic Identification and Trust Services for Electronic Transactions Regulations 2016.