NDA To Recipient

Purpose The Disclosing Party intends to disclose certain confidential information to the Recipient for the purpose of quoting or evaluating potential work opportunities, or completing work on behalf of the disclosing party. The Recipient acknowledges that the disclosed information is confidential and agrees to maintain its confidentiality in accordance with the terms of this Agreement and not use the information provided for any unintended purpose.

Confidential Information "Confidential Information" refers to any and all proprietary or confidential information, regardless of its form or medium, disclosed by the Disclosing Party to the Recipient. This includes, but is not limited to, trade secrets, customer data, technical specifications, pricing information, business plans, intellectual property and any other information marked as confidential or disclosed under circumstances that a reasonable person would understand as confidential.

Obligations of Recipient
(a) The Recipient agrees to maintain the confidentiality of the Confidential Information and not to disclose, reproduce, distribute, or use it for any purpose other than as required for the intended purpose of this Agreement, without the prior written consent of the Disclosing Party.

(b) The Recipient shall limit access to the Confidential Information to its employees, agents, or contractors who have a legitimate need to know the information for the purpose stated in this Agreement. The Recipient shall ensure that such individuals are bound by obligations of confidentiality and non-disclosure at least as restrictive as those set forth in this Agreement.

(c) The Recipient shall exercise reasonable care to prevent the unauthorized disclosure or use of the Confidential Information, employing measures at least as protective as those it uses to safeguard its own confidential information.

Exceptions The obligations set forth in this Agreement shall not apply to any information that: (a) was already known to the Recipient prior to its disclosure by the Disclosing Party, as evidenced by written records; (b) is or becomes publicly known through no wrongful act of the Recipient; (c) is rightfully received from a third party without an obligation of confidentiality; (d) is independently developed by the Recipient without reference to the Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided that the Recipient provides prompt notice to the Disclosing Party to enable it to seek a protective order.

Term and Termination This Agreement shall remain in effect from the Effective Date until 5 years after this agreement is signed. Upon termination, both parties shall return or destroy all Confidential Information received from the other party, as requested by the Disclosing Party.

Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the province of Alberta, Canada. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Alberta. If a dispute, court case, or any such legal fee's arise from the negligence of this agreement the recipient will pay for all associated legal fee's.

Entire Agreement This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior negotiations, understandings, or agreements, whether oral or written, relating to the Confidential Information. Any modifications or amendments to this Agreement must be made in writing and signed by both parties.

Waiver No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise of the same or the exercise of any other right, power, or privilege.

Severability If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.

Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Non Solicitation The recipient agrees that on receiving the information regarding the client that the disclosing party is working with, that they will not, solicit, contact, or do any business with any client of Monolith Solutions Inc for the duration of this contract.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.