Mutual Non-Disclosure Agreement

1. Parties, purpose and confidential information

This Mutual Non-Disclosure Agreement is between Cobenian Corporation, Centreville, Virginia ("Cobenian"), and [Company legal name] (the "Company"). Each is a "Discloser" of what it shares and a "Recipient" of what it receives.

Purpose. The parties will share information to evaluate and, if the Company is selected, carry out a project under the Cobenian FREE Build program (the "Purpose").

Confidential Information means non-public information one party discloses to the other for the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential. Examples:

• business processes, costs, customers, suppliers and plans;
• data, system details, credentials and access;
• Cobenian's methods, tools, pricing and unreleased products.

Exclusions. Confidential Information does not include information that:

• (a) is or becomes public through no fault of the Recipient;
• (b) the Recipient already knew without a duty of confidence;
• (c) the Recipient receives from a third party without a duty of confidence;
• (d) the Recipient develops independently without using the Discloser's information.

General skills, ideas and know-how retained in unaided memory are not restricted, except that this does not permit disclosing the Discloser's specific data or business facts.

2. Obligations and permitted disclosures

2.1 Use and care. The Recipient will use Confidential Information only for the Purpose, and will protect it with at least the care it uses for its own information of the same kind, and never less than reasonable care.

2.2 Who may see it. The Recipient may share Confidential Information only with its employees, contractors and professional advisers who need it for the Purpose and are bound by confidentiality duties at least as protective as this Agreement. The Recipient is responsible for their compliance.

2.3 Service providers and AI tools. Cobenian may process the Company's Confidential Information using service providers, including hosting providers and AI development tools such as Anthropic's Claude. It does so under those providers' terms and only as needed for the Purpose. Cobenian will use sample or anonymized data where real data is not needed, and will tell the Company before real data is used. [Where available, Cobenian will use provider terms that do not permit training on its inputs.]

2.4 Legally required disclosure. A party may disclose Confidential Information if the law or a court requires it. Where the law allows, it will first give the Discloser prompt notice and a chance to seek protection, and will disclose only what is required.

2.5 Trade secrets. Nothing here limits the protection trade secrets receive under law. [A Defend Trade Secrets Act whistleblower notice may be added.]

3. Relationship to the Cobenian FREE Build Agreement and the Rules

The Cobenian FREE Build program is designed to be talked about, so this section sets out what each party may share publicly.

• If the Company is selected and signs the Cobenian FREE Build Agreement, that Agreement's publicity section controls what Cobenian may publish about the project: the Company's name, build updates, a white paper, videos and other promotional materials, all with sample data only. Publishing as that section permits is not a breach of this NDA.
• Finalists are named publicly only with their permission, as the Official Rules say. Finalist working sessions are recorded only with consent, and recordings are Confidential Information unless the finalist agrees otherwise.
• Aggregate research. Cobenian may use information from the Company's application in anonymized, aggregated form in published research, such as a yearly report on small businesses. Nothing published may identify the Company. The Rules and the privacy notice describe this.
• No obligation. Neither party must disclose anything or enter into any further agreement because of this NDA.

4. Term, return and general terms

4.1 Term. This Agreement covers disclosures made within [2 years] of the date it is signed. Confidentiality duties last [3 years] after each disclosure. For trade secrets, they last as long as the information remains a trade secret.

4.2 Return or destruction. On written request, or once the Purpose ends, the Recipient will return or destroy the Discloser's Confidential Information and revoke access credentials. Copies kept in routine backups, or as the law requires, stay protected under this Agreement until destroyed.

4.3 No license; no warranty. No rights in Confidential Information are granted except as stated. Information is provided as is.

4.4 Remedies. Unauthorized disclosure may cause harm that money cannot fix, so the Discloser may seek injunctive relief in addition to other remedies.

4.5 General terms.

• Governing law: [the Commonwealth of Virginia]; venue: [Fairfax County, Virginia].
• Entire agreement and changes: this is the entire agreement on its subject, and changes must be in writing.
• Electronic signatures and counterparts are valid.