This Mutual Non-Disclosure Agreement (the "Agreement") is entered into by and between MedNtake, Inc., a Delaware corporation ("MedNtake"), and the individual or entity electronically accepting this Agreement ("Recipient"; together with MedNtake, the "Parties"), as of the date and time of acceptance recorded by MedNtake's systems.

1. Purpose.

The Parties wish to explore a potential investment relationship and, in connection therewith, may exchange certain non-public information (the "Permitted Purpose").

2. Confidential Information.

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), in any form, that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. This includes, without limitation, business plans, financial information, technology, product roadmaps, intellectual property, trade secrets, customer information, pricing, and strategy.

3. Obligations.

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) use it solely for the Permitted Purpose; (c) not disclose it to any third party without the Disclosing Party's prior written consent, except to its directors, officers, employees, attorneys, accountants, and financial advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; and (d) protect it with at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.

4. Exclusions.

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without breach of any confidentiality obligation.

5. Compelled Disclosure.

If the Receiving Party is required by law, court order, or regulatory authority to disclose Confidential Information, it shall, where legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order, and shall disclose only the portion legally required.

6. No License; No Obligation.

Nothing in this Agreement grants any license or rights, express or implied, to any intellectual property of the Disclosing Party. Nothing herein obligates either Party to enter into any further business relationship, investment, or transaction.

7. Return or Destruction.

Upon written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession and certify destruction in writing.

8. Term.

This Agreement remains in effect for two (2) years from the date of acceptance. Confidentiality obligations with respect to information that constitutes a trade secret shall survive for so long as such information remains a trade secret under applicable law.

9. Remedies.

The Parties acknowledge that monetary damages may be inadequate for breach of this Agreement, and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

10. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

11. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings.

By providing your full legal name and email address and clicking "I Agree" below, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.