This Non-Disclosure Agreement (“Agreement”) is entered into as of the [Effective Date] by and between:

OneBreach Cybersecurity OÜ, a company registered in Ahtri tn 12, Tallinn, Estonia, with its principal office located at [Company Address] (“Disclosing Party”),

and

[Recipient Name], with a principal place of business at [Recipient Address] (“Receiving Party”).

Effective Date: [Insert Date].

1. Purpose

The Disclosing Party intends to disclose certain confidential and proprietary information (“Confidential Information”) to the Receiving Party for the purpose of [describe the purpose, e.g., evaluating a business relationship, services, etc.] (the “Purpose”). This Agreement sets forth the terms and conditions under which the Disclosing Party will disclose such Confidential Information.

2. Definition of Confidential Information

“Confidential Information” means all information disclosed by the Disclosing Party to the Receiving Party, in oral, written, or electronic form, including but not limited to:

• Business plans, strategies, forecasts, projects, and analyses
• Financial information
• Intellectual property, including but not limited to trade secrets, know-how, processes, and technical information
• Customer lists, supplier information, and marketing strategies
• Any other proprietary information related to the Disclosing Party’s business, operations, or affairs

Confidential Information does not include information that:

1. Is or becomes publicly known through no fault of the Receiving Party;
2. Is received from a third party without breach of any obligation of confidentiality;
3. Is independently developed by the Receiving Party without reference to or reliance on the Confidential Information; or
4. Was in the Receiving Party’s possession prior to its receipt from the Disclosing Party.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

1. Protect and maintain the confidentiality of the Confidential Information using reasonable care;
2. Use the Confidential Information solely for the Purpose and not for any other purpose;
3. Limit disclosure of the Confidential Information to those employees, contractors, or agents who need to know such information to accomplish the Purpose and who are bound by confidentiality obligations no less restrictive than those in this Agreement;
4. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law or regulation.

4. Term

The obligations of confidentiality imposed by this Agreement shall remain in effect for a period of [insert duration, e.g., 3 years] from the date of disclosure or until the Confidential Information no longer qualifies as confidential, whichever occurs first.

5. Return or Destruction of Confidential Information

Upon termination or expiration of this Agreement, or upon written request by the Disclosing Party, the Receiving Party agrees to promptly return or destroy all copies of the Confidential Information in its possession, including any materials derived from or based on the Confidential Information.

6. No License

Nothing in this Agreement grants the Receiving Party any rights or license, express or implied, to the Confidential Information or any intellectual property of the Disclosing Party.

7. Remedies

The Receiving Party acknowledges that any breach of this Agreement may result in irreparable harm to the Disclosing Party, for which monetary damages would be inadequate. Accordingly, the Disclosing Party may seek injunctive relief or other equitable remedies to enforce this Agreement.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Estonia. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Estonia.

9. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, and understandings, whether oral or written, relating to the subject matter hereof.

10. Amendments

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

11. No Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

12. Severability

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

Disclosing Party
OneBreach Cybersecurity OÜ
By: __________________________
Name: [Name of Signatory]
Title: [Title of Signatory]
Date: [Date]

Receiving Party
By: __________________________
Name: [Name of Signatory]
Title: [Title of Signatory]
Date: [Date]