Mutual Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into by and between Replix3D ("Company") and [Client Name] ("Client"), collectively referred to as the "Parties."

1. Purpose

The Parties wish to explore a potential business relationship in connection with 3D scanning, reverse engineering, 3D printing, CNC routing, and related design/manufacturing services (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential technical and business information.

2. Definition of Confidential Information

"Confidential Information" means any and all technical and non-technical information provided by either Party to the other, including but not limited to: 3D CAD files (.STEP, .IGES, .STL, etc.), blueprints, sketches, physical parts provided for scanning, proprietary manufacturing processes, patent-pending ideas, inventions, trade secrets, pricing, and business plans.

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence.
• Not disclose the Confidential Information to any third party, foreign or domestic, including overseas manufacturing facilities, without prior written consent.
• Use the Confidential Information solely for the Purpose described in Section 1.
• Ensure that all data storage systems and networks used to store the Confidential Information are secure.

4. Return or Destruction of Materials

Upon the written request of the Disclosing Party, or upon the termination of the business relationship, the Receiving Party shall promptly return or destroy all physical and digital copies of the Confidential Information, including CAD files and physical prototypes, and certify such destruction in writing if requested.

5. Exclusions from Confidentiality

Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) is already lawfully known by the Receiving Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

6. Term

The nondisclosure provisions of this Agreement shall survive the termination of any business relationship between the Parties and shall continue for a period of five (5) years from the date of the last disclosure.