Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of the date last signed below (the “Effective Date”) by and between Amatix, Inc., a Delaware corporation doing business as MATERIAM, with offices at 3601 NE Loop 820, Suite 107, Fort Worth, TX 76137, USA (“MATERIAM”), and the undersigned counterparty (“Counterparty”). MATERIAM and Counterparty are each a “Party” and together the “Parties.”

1. Purpose

The Parties wish to explore and, where mutually agreed, pursue a business relationship in connection with MATERIAM’s on-demand sheet metal fabrication, CAD/CAM, and related manufacturing services (the “Purpose”). In connection with the Purpose, each Party may disclose to the other certain non-public information.

2. Confidential Information

“Confidential Information” means any non-public information disclosed by a Party (the “Discloser”) to the other Party (the “Recipient”), whether orally, in writing, electronically, or by inspection of tangible items, that the Discloser identifies as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: CAD/STEP files, drawings, geometry, tolerances, bills of materials, pricing, supplier and customer lists, designs, prototypes, fabrication processes, software, trade secrets, business and financial information, and any analyses, compilations, or other documents that incorporate any of the foregoing.

3. Exclusions

Confidential Information does not include information that:

1. is or becomes publicly available without breach of this Agreement by the Recipient;
2. was rightfully known to the Recipient without obligation of confidentiality prior to disclosure;
3. is rightfully received from a third party without obligation of confidentiality; or
4. is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

4. Obligations

The Recipient shall (a) use the Confidential Information solely for the Purpose; (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care; and (c) limit access to the Confidential Information to its employees, contractors, advisors, and affiliates who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those of this Agreement. The Recipient is responsible for any breach of this Agreement by such persons.

5. Compelled Disclosure

If the Recipient is required by law, regulation, or court or governmental order to disclose Confidential Information, the Recipient shall, to the extent legally permitted, give the Discloser prompt prior written notice so that the Discloser may seek a protective order, and shall disclose only that portion of the Confidential Information legally required to be disclosed.

6. No License; No Warranty

All Confidential Information remains the property of the Discloser. No license under any patent, copyright, trademark, trade secret, or other intellectual property right is granted or implied by this Agreement or by any disclosure of Confidential Information. Confidential Information is provided “AS IS,” without warranty of any kind. Neither Party has any obligation under this Agreement to enter into any further agreement or transaction.

7. Term and Return of Materials

This Agreement begins on the Effective Date and continues for two (2) years, unless terminated earlier by either Party on thirty (30) days’ written notice. Notwithstanding termination, the Recipient’s obligations of confidentiality with respect to Confidential Information disclosed during the term shall survive for five (5) years from the date of disclosure; obligations with respect to trade secrets shall continue for so long as the information qualifies as a trade secret under applicable law. Upon written request of the Discloser, the Recipient shall promptly return or destroy all tangible Confidential Information in its possession, except that the Recipient may retain one archival copy solely for compliance purposes and may retain Confidential Information contained in routine electronic back-ups, in each case subject to the continuing obligations of this Agreement.

8. Remedies

The Recipient acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. The Discloser is therefore entitled to seek equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law or in equity, without the necessity of posting a bond.

9. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for the resolution of any dispute arising out of or in connection with this Agreement.

10. General

1. This Agreement is the entire agreement of the Parties on its subject matter and supersedes all prior or contemporaneous communications relating thereto.
2. This Agreement may be amended only by a written instrument signed by both Parties.
3. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
4. Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
5. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and which together constitute one and the same instrument.