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Dusty Bottoms

910 Del Dios Rd.

148

Escondido California 92029

6198500864

[email protected]

Description

THIS MUTUAL NON-DISCLOSURE AGREEMENT ("Agreement") is made this [_2nd_] day of February 2025 ("Effective Date"), between the parties identified in the signature blocks below (each a "Party" and collectively the "Parties"). The Parties have been, are, and/or will be discussing potential business transactions and relationships (each a "Discussion," all of which are subject to this Agreement) that will include the disclosure of certain "Confidential Information" (as hereinafter defined). "Discloser" shall mean the Party that has disclosed such information to the other Party, and "Recipient" shall mean the Party to whom such Information has been disclosed. It is contemplated that each Party will, at various times throughout the course of this Agreement, be a Discloser as well as a Recipient. The term "Recipient" shall include the individual executing this Agreement, the company (if any) he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term "Representative" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors.

In consideration thereof, each Party is willing to keep such Confidential Information confidential in accordance with the terms and conditions set forth in this Agreement, and therefore agrees to the following:

1. Definitions; Exclusions: "Confidential Information" includes all information or material in any form that has or could have commercial value or other utility in the business or prospective business of Discloser or its subsidiaries or affiliates. By example and without any limitation, Confidential Information includes: potential or actual customer and supplier identities and characteristics; agreements; products; software; business plans; marketing and sales methods, forecasts, strategies, and results; any unpublished financial information; procedures; routines; quality control and manufacturing procedures; patents and patent applications; processes; formulas; trade secrets; innovations; inventions; discoveries; improvements; research or development and test results; specifications; data; know-how; and all information of which unauthorized disclosure could be detrimental to the interests of Discloser or its subsidiaries or affiliates. Confidential Information shall not include information which: (i) at the time of disclosure to Recipient is in the public domain through no act or omission of Recipient; (ii) as shown by contemporaneous written records, was already known by Recipient at the time of disclosure; (iii) is revealed to Recipient by a third party who does not thereby breach any obligation of confidentiality and who discloses such information in good faith; or (iv) becomes publicly available not as the result of a breach of this Agreement.

2. Confidentiality: Recipient and its Representatives covenant not to disclose any Confidential Information in any manner whatsoever, except as specifically provided in paragraph 3, and to hold and maintain all such Information in strictest confidence. With regard to each item of information or data constituting Confidential Information, the covenants in the preceding sentence shall apply at all times during that Discussion and for three (3) years after the termination of that Discussion. Recipient hereby agrees to indemnify Discloser against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Discloser as a result of a breach of this Agreement by Recipient or its Representatives.

Serviced Zip Codes

92029, 92029, 92131, 92121

Website

https://www.bestrolledtacos.com