NDA (Non Disclosure Agreement)

Like client-attorney privileges or doctor-patient privacy, I take NDA’s very seriously, mostly out of respect for clients, but also as protection for myself, yourself, and for the companies I maintain relationships with, retain ownership of, and have been privileged to work with.

I never discuss the salaries, rates, stock options, or other forms of financial compensation of prior partnerships or current.

This Non-Disclosure Agreement is entered into as of the form entered date, by and between:

Disclosing Party: Eric Cavazos-Smith

and

Receiving Party: the party or parties entered on the form

Collectively referred to as the "Parties."

1. Purpose of the Agreement:

The Disclosing Party desires to disclose certain confidential information to the Receiving Party for the purpose of a professional future science, engineering, or design effort. Information is provided on a need-to-know basis that serves the contracted parties.

2. Definition of Confidential Information:

For the purposes of this Agreement, "Confidential Information" shall include any non-public information, data, or materials disclosed by the Disclosing Party to the Receiving Party, whether in tangible or intangible form, and whether disclosed orally, in writing, or by any other means.

3. Obligations of the Receiving Party:

a. The Receiving Party agrees to use the Confi

dential Information solely for the purpose stated in Section 1 and to not disclose, reproduce, or use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

b. The Receiving Party shall take all reasonable measures to prevent unauthorized disclosure or use of the Confidential Information, including but not limited to implementing and maintaining reasonable security procedures and practices.

c. The Receiving Party shall restrict access to the Confidential Information to its employees, contractors, or agents who have a legitimate need to know such information for the purpose stated in Section 1, and ensure that such individuals are bound by confidentiality obligations at least as stringent as those contained in this Agreement.

4. Exclusions from Confidential Information:

The obligations of the Receiving Party under this Agreement do not extend to information that:

a. Is or becomes publicly available through no fault of the Receiving Party.

b. Was in the Receiving Party's possession without restriction on disclosure prior to the disclosure by the Disclosing Party.

c. Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information.

5. Duration of Confidentiality Obligations:

The Receiving Party's obligations under this Agreement shall continue indefinitely from the effective date of this Agreement.

6. Return or Destruction of Confidential Information:

Upon the Disclosing Party's written request or the termination of the project or relationship between the Parties, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all copies of the Confidential Information in its possession or control.

7. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of The United States of America.

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the Effective Date first entered below:

Eric Cavazos-Smith: Professional aims to provide a fair and ethical workspace for everyone.