SMILE MAKEOVER NDA

3.1 **Confidential Information**: “Confidential Information” means any and all technical, business, financial, or other information, including but not limited to trade secrets, software code, designs, processes, know-how, strategies, customer lists, and other proprietary information, whether disclosed orally, in writing, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances of disclosure. 3.2 **Exclusions**: Confidential Information does not include information that: – Was publicly known and made generally available prior to the time of disclosure by the Company; – Becomes publicly known and made generally available after disclosure by the Company through no wrongful action or inaction of the Recipient; – Is in the possession of the Recipient, without confidentiality restrictions, prior to the disclosure by the Company as evidenced by written records; – Is independently developed by the Recipient without the use of or reference to the Company’s Confidential Information; or – Is required to be disclosed by law or a valid court order, provided that the Recipient gives the Company prompt written notice of such requirement and cooperates with the Company in seeking a protective order or other appropriate remedy.

This NDA constitutes the entire agreement between the parties and supersedes any previous agreements or understandings.

**4. OBLIGATIONS OF RECIPIENT**

4.1 **Non-Disclosure**: The Recipient agrees to hold all Confidential Information in strict confidence and not to disclose, copy, reproduce, or otherwise make available such information to any third party without the prior written consent of the Company.

4.2 **Non-Use**: The Recipient agrees to use the Confidential Information solely for the Purpose and not for any other purpose, including without limitation, to compete with the Company, directly or indirectly.

4.3 **Protection of Information**: The Recipient agrees to take all reasonable measures to protect the confidentiality of the Confidential Information, at least as rigorously as it protects its own confidential information of a similar nature, but in no event with less than reasonable care.

4.4 **Return or Destruction**: Upon the Company’s request, the Recipient agrees to promptly return or destroy all materials containing or derived from Confidential Information, including all copies, and to certify such return or destruction in writing.

5.1 **Term**: The obligations of confidentiality and non-use under this Agreement shall commence on the Effective Date and shall continue for a period of [number] years after the termination or completion of the Purpose, or as long as the Confidential Information remains confidential, whichever is longer.

**6. NO LICENSE OR WARRANTY**

6.1 **No License**: Nothing in this Agreement grants the Recipient any rights in or to the Confidential Information, except for the limited right to use such information in accordance with this Agreement. All intellectual property rights in and to the Confidential Information remain with the Company.

6.2 **No Warranty**: The Company makes no representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information.

**7. REMEDIES**

7.1 **Injunctive Relief**: The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Company, for which monetary damages would be inadequate. The Company shall be entitled to seek injunctive relief, in addition to any other legal or equitable remedies, without the necessity of posting a bond or other security.

**8. MISCELLANEOUS**

8.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of [State], USA, without regard to its conflict of laws principles.

8.2 **Dispute Resolution**: Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in [City, State], USA, in accordance with the rules of the American Arbitration Association.

8.3 **Entire Agreement**: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.

8.4 **Amendments**: No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties.

8.5 **Severability**: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.6 **No Waiver**: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.