Mutual Non-Disclosure Agreement (NDA)

Effective Date: [INSERT DATE]

This Mutual Non-Disclosure Agreement ("Agreement") is entered into between Stewart Industrial Automation, a business operated in the State of Ohio ("Company"), and [INSERT COUNTERPARTY NAME] ("Recipient").

1. Definitions
• "Confidential Information" means any non-public information disclosed by either party ("Disclosing Party") to the other ("Receiving Party") in any form that is marked as confidential or that a reasonable person would understand to be confidential.

1. Purpose
• The parties will disclose Confidential Information to evaluate and pursue a business relationship relating to industrial automation services and solutions.

1. Obligations
• Receiving Party will (a) use Confidential Information solely for the Purpose; (b) restrict disclosure to employees, contractors, or advisors who need to know and are bound to confidentiality obligations; (c) protect the information with at least the same degree of care it uses to protect its own confidential information (no less than reasonable care).

1. Exclusions
• Confidential Information does not include information that: (a) is or becomes publicly available through no wrongful act of Receiving Party; (b) was known to Receiving Party prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of Disclosing Party's Confidential Information.

1. Compelled Disclosure
• If Receiving Party is required by law or order to disclose Confidential Information, it will (to the extent permitted) provide prompt notice to Disclosing Party and cooperate to seek confidential treatment or a protective order.

1. Term
• This Agreement remains in effect for two (2) years from the Effective Date with respect to disclosure; obligations of confidentiality continue for three (3) years after termination, except for trade secrets which remain protected indefinitely.

1. No License
• Nothing in this Agreement grants any license to the Receiving Party under any intellectual property rights.

1. Return or Destruction
• Upon Disclosing Party's request, Receiving Party will return or destroy Confidential Information and certify destruction.

1. Remedies
• Monetary damages may be inadequate; Disclosing Party may seek injunctive relief in addition to other remedies.

1. Governing Law
• This Agreement shall be governed by the laws of the State of Ohio, without regard to its conflict of law principles. Both parties consent to the exclusive jurisdiction of the state and federal courts located in Ohio for any disputes arising from this Agreement.

1. Miscellaneous
• Entire agreement, amendment by written instrument, counterpart execution allowed.

Signatures

Company: Stewart Industrial Automation

By: ___________________________________

Name: _________________________________

Title: _________________________________

Date: _________________________________

Recipient: [INSERT COUNTERPARTY NAME]

By: ______________________

Name: ____________________

Title: ___________________

Date: ____________________

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