"Confidential Information" means any and all non-public, proprietary, or sensitive information disclosed by either party, whether in writing, orally, electronically, or by any other means, including but not limited to:

• Technical data, architecture, source code, algorithms, and system designs
• Intellectual property, inventions, patents, trade secrets, and know-how
• Product concepts, roadmaps, specifications, and development plans
• Commercial terms, pricing, business models, and go-to-market strategies
• Security practices, audit results, vulnerability assessments, and compliance materials
• Customer lists, partner relationships, and strategic vendor information
• Financial projections, funding status, and investor materials
• Any information marked or identified as "Confidential" or "Proprietary"

• Use Confidential Information solely for the purpose of evaluating the potential relationship described herein.
• Restrict disclosure to employees, advisors, and representatives with a strict need to know, bound by equivalent confidentiality obligations.
• Protect Confidential Information with at least the same degree of care used to protect its own proprietary information, and in no event less than reasonable care.
• Not reverse engineer, decompile, or attempt to derive source code or underlying ideas from any disclosed materials.
• Promptly notify the Disclosing Party of any unauthorized disclosure or breach.

• Information already publicly available or in the public domain at the time of disclosure.
• Information already known to the Receiving Party without confidentiality obligations prior to disclosure.
• Information independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Information rightfully received from a third party without restriction on disclosure.
• Information required to be disclosed by law, regulation, or court order, provided prompt notice is given to the Disclosing Party.

This Agreement shall remain in effect for a period of three (3) years from the effective date, unless earlier terminated by mutual written consent. The obligations of confidentiality shall survive termination for a period of five (5) years with respect to general Confidential Information, and indefinitely with respect to trade secrets.

Nothing in this Agreement grants either party any license, right, title, or interest in the other party's patents, copyrights, trademarks, trade secrets, or other intellectual property. No transfer of ownership, assignment, or implied license is created by disclosure of Confidential Information.

Each party retains all ownership rights in its pre-existing IP. Any joint IP created during the relationship, if any, would be governed by a separate written agreement.

Neither party shall issue any press release, public announcement, marketing material, social media post, or other public statement referencing the other party, this Agreement, or the existence of discussions between the parties, without the prior written consent of the other party.

This includes but is not limited to: claims of partnership, endorsement, investment, acquisition, joint venture, or exclusivity. No public reference to the other party's trademarks, brand, or name is permitted without express written consent.