Mutual Non-Disclosure Agreement
Last updated: January 1, 2026
This Mutual Non-Disclosure Agreement ("Agreement") is entered into between EXIM CAMP ("EXIM CAMP") and the counterparty identified below ("Counterparty"), each a "Party" and together the "Parties", for the purpose of evaluating a potential business relationship (the "Purpose").
1. Confidential Information
"Confidential Information" means any non-public information disclosed by a Party ("Disclosing Party") to the other ("Receiving Party") in connection with the Purpose, whether oral, written, or electronic, including product roadmaps, pricing, buyer lists, source code, financials, customer data, and trade secrets.
2. Exclusions
Confidential Information does not include information that:
- is or becomes publicly known through no fault of the Receiving Party;
- was known to the Receiving Party prior to disclosure without confidentiality obligation;
- is independently developed without use of Confidential Information; or
- is rightfully received from a third party without duty of confidentiality.
3. Obligations
The Receiving Party will:
- use Confidential Information solely for the Purpose;
- protect it with at least the same care it uses for its own confidential information (and no less than reasonable care);
- limit access to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations;
- not reverse-engineer, decompile, or attempt to derive source code from any prototype or software shared.
4. Compelled Disclosure
If compelled by law to disclose Confidential Information, the Receiving Party will give prompt notice (where legally permitted) so the Disclosing Party may seek a protective order.
5. Term & Return
This Agreement lasts 2 years from the effective date. Confidentiality obligations survive for 3 years after disclosure (indefinitely for trade secrets). On written request, the Receiving Party will return or destroy Confidential Information.
6. No License
No license or right in intellectual property is granted, express or implied, except the limited right to use Confidential Information for the Purpose.
7. No Obligation
This Agreement does not obligate either Party to enter into any further agreement or transaction.
8. Remedies
Money damages may be inadequate for a breach; the Disclosing Party is entitled to seek injunctive relief in addition to any other remedies.
9. Governing Law
Delaware, USA. Disputes to be resolved in Delaware state or federal court.
10. Executing this NDA
To execute a mutual NDA with EXIM CAMP for a pilot or partnership evaluation, contact legal@exportiq.app with your company name and the proposed Purpose.