Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of execution by and between:

WHEREAS, the parties wish to explore a business relationship involving workforce AI consulting, proprietary tool optimizations, and workflow advisory services; and

WHEREAS, in connection with this relationship, the parties may disclose to each other certain confidential and proprietary technical and business information.

1. Confidential Information

"Confidential Information" means any proprietary information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects (including without limitation documents, software code, Excel spreadsheets, estimation tools, databases, custom GPT prompts, workflow structures, and business plans) that is marked as "Confidential" or "Proprietary" or should reasonably be understood to be confidential given the context of disclosure.

2. Obligations of Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information of a similar nature (but in no event less than a reasonable degree of care).
• Use Disclosing Party’s Confidential Information solely for the purpose of evaluating and executing the business relationship.
• Restrict disclosure of Confidential Information to those of its employees, contractors, and advisors who need to know such information for the business relationship and who are bound by confidentiality obligations at least as restrictive as those herein.

3. Exclusions

This Agreement imposes no obligation upon a party with respect to information that:

• Is or becomes publicly known through no wrongful act of the Receiving Party.
• Was already in the Receiving Party's possession prior to disclosure.
• Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information.
• Is approved for release by written authorization of the Disclosing Party.

4. Term and Termination

This Agreement shall govern disclosures made during a period of [Insert Term, e.g., one (1) year] from the effective date. The confidentiality obligations regarding information received under this Agreement shall survive for a period of [Insert Survival Term, e.g., three (3) years] following the termination of this Agreement or the conclusion of the business relationship.

5. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of [Alberta, Canada], without giving effect to any principles of conflict of laws.