1. Parties

This Mutual Non-Disclosure Agreement ("Agreement") is entered into on the date of signature between Inflancer Technology, Gwarko-17, Lalitpur, Bagmati Province, Nepal ("Inflancer"), and the individual or organisation identified in the signature block below ("Client"). Inflancer and the Client are each a "Party" and together the "Parties".

2. Purpose

The Parties wish to exchange information to evaluate, discuss, estimate and possibly carry out a software design, development or technology consulting engagement (the "Purpose"). Each Party may act as a "Disclosing Party" or a "Receiving Party".

3. Confidential Information

"Confidential Information" means all non-public information disclosed by or on behalf of a Disclosing Party, in any form (written, oral, electronic, visual or by demonstration), before or after the date of this Agreement, that is marked confidential or that a reasonable person would understand to be confidential. It includes, without limitation:

• product ideas, concepts, business models and plans, pitch decks and roadmaps;
• software, source code, algorithms, architecture, designs, wireframes, prototypes, APIs and technical documentation;
• trade secrets, know-how, inventions and research;
• customer, user, supplier and partner information, including personal data;
• financial information, pricing, budgets, fundraising and commercial terms;
• credentials, access keys, passwords and system information;
• the existence and content of discussions between the Parties.

4. Exclusions

Confidential Information does not include information that the Receiving Party can show:

• is or becomes publicly available through no breach of this Agreement;
• was lawfully known to it, without restriction, before disclosure;
• is lawfully received from a third party who is not under a duty of confidentiality;
• is independently developed without use of or reference to the Disclosing Party's Confidential Information.

5. Obligations of the Receiving Party

The Receiving Party shall:

• use the Confidential Information solely for the Purpose;
• not disclose it to any third party except as permitted in section 6;
• protect it with at least the same degree of care it uses for its own confidential information of a similar nature, and never less than reasonable care;
• not copy or reproduce it except as reasonably necessary for the Purpose;
• not reverse-engineer, decompile or disassemble any software, prototype or material provided;
• promptly notify the Disclosing Party of any unauthorised use or disclosure it becomes aware of and cooperate to limit the harm.

6. Permitted disclosure

The Receiving Party may disclose Confidential Information to its directors, employees, contractors and professional advisers who need to know it for the Purpose and who are bound by confidentiality obligations no less protective than this Agreement. The Receiving Party remains responsible for their compliance.

If the Receiving Party is required by law, regulation or court order to disclose Confidential Information, it shall, where lawful, give the Disclosing Party prompt written notice, disclose only what is legally required, and cooperate with any effort to obtain protective treatment.

7. Ownership and no licence

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants any licence, ownership or other right in any patent, copyright, trademark, trade secret or other intellectual property, except the limited right to use Confidential Information for the Purpose.

In particular, Inflancer acknowledges that your product idea and the materials you share belong to you. Ownership of any work product created during a subsequent engagement is governed by the separate project agreement or Inflancer's Terms & Conditions.

8. No obligation and no warranty

This Agreement does not oblige either Party to disclose any particular information or to enter into any further agreement or engagement.

Confidential Information is provided "as is". Neither Party makes any warranty about its accuracy or completeness.

9. Return or destruction

On the Disclosing Party's written request, or when the Purpose ends, the Receiving Party shall promptly return or securely destroy all Confidential Information in its possession and confirm this in writing. It may retain copies kept in routine back-ups or as required by law, which remain subject to this Agreement until destroyed.

10. Term

This Agreement takes effect on the date of signature and continues for two (2) years, unless earlier replaced by a project agreement containing confidentiality terms.

The confidentiality obligations survive for three (3) years after expiry or termination. For trade secrets, source code, credentials and personal data, they continue for as long as the information remains confidential under applicable law.

11. Non-solicitation

During the term and for twelve (12) months afterwards, neither Party shall directly solicit for employment any employee of the other Party with whom it had contact in connection with the Purpose, without prior written consent. General advertisements not targeted at such employees are permitted.

12. Remedies

Unauthorised use or disclosure of Confidential Information may cause irreparable harm for which damages alone would not be an adequate remedy. The Disclosing Party is therefore entitled to seek injunctive or other equitable relief, in addition to any other remedy available at law.

13. Personal data

Where Confidential Information includes personal data, each Party shall process it in accordance with applicable data protection laws, including the Individual Privacy Act, 2075 (2018) of Nepal and, where applicable, the GDPR, and only to the extent necessary for the Purpose.

14. Governing law and jurisdiction

This Agreement is governed by the laws of Nepal. The Parties shall first attempt to resolve any dispute amicably within thirty (30) days. Failing that, disputes shall be referred to arbitration under the Arbitration Act, 2055 (1999) of Nepal, seated in Kathmandu Valley and conducted in English. Subject to that, the courts of Lalitpur, Nepal have exclusive jurisdiction, without prejudice to either Party's right to seek urgent injunctive relief in any competent court.

15. Electronic signature

The Parties agree that this Agreement may be executed electronically. By typing their full name and confirming their intent to sign, the Client adopts that typed name as their electronic signature, which has the same legal effect as a handwritten signature to the extent permitted by the Electronic Transactions Act, 2063 (2008) of Nepal and other applicable law.

Inflancer accepts and is bound by this Agreement upon receiving the Client's electronic signature, as confirmed by the signature reference issued to the Client. Inflancer keeps a record of each signature, including the signer's details, the Agreement version, and the date, time and IP address of signing, and will countersign a copy on request.

16. General

• Entire agreement: this Agreement is the entire agreement between the Parties on its subject and supersedes prior understandings about confidentiality.
• Amendment: changes must be made in writing and signed by both Parties.
• Assignment: neither Party may assign this Agreement without the other's written consent, except to a successor of its whole business.
• Severability: if any provision is held unenforceable, the remainder stays in effect.
• Waiver: failure to enforce a right is not a waiver of it.
• Counterparts: this Agreement may be signed in counterparts, including electronic copies, which together form one instrument.