Mutual Nondisclosure Agreement
Sign below. Shared Oxygen countersigns, then both parties receive a copy by email.
1. Parties & effective date
Shared Oxygen
Counterparty
MUTUAL NONDISCLOSURE AGREEMENT
This Mutual Nondisclosure Agreement (the “Agreement”) is entered into as of ____________________ (the “Effective Date”), by and between Shared Oxygen, LLC, a Delaware limited liability company, with notice address at 3601 Killarney Trail, Snellville, Georgia 30039, and notice email sales@sharedoxygen.com (“Shared Oxygen”), and ________________________________________, ____________________, with notice address at ________________________________________ (the “Counterparty”). Shared Oxygen and Counterparty are each a “Party” and together the “Parties.”
1. Purpose. The Parties desire to explore a potential business relationship of mutual interest (the “Purpose”). In connection with the Purpose, each Party may disclose Confidential Information to the other. This Agreement sets forth the terms under which Confidential Information may be exchanged and protected against unauthorized use or disclosure.
2. Definition of Confidential Information. “Confidential Information” means all non-public, proprietary, or confidential information of a disclosing Party, whether disclosed in writing, orally, electronically, visually, or by inspection, and whether or not marked as confidential, including without limitation: technical data, trade secrets, know-how, research and development plans, products, services, software, source code, algorithms, architectures, inventions, processes, formulas, designs, specifications, pricing, costs, markets, customers, prospective customers, partners, financial information, budgets, forecasts, business plans, strategies, marketing plans, and any other information that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information also includes (i) the identities of actual or prospective customers, partners, and their directors, officers, employees, agents, or affiliates; (ii) information concerning actual or proposed business, investment, or other transactions involving a Party or its customers; and (iii) notes, analyses, compilations, and other materials prepared by the receiving Party that contain or reflect Confidential Information. Product plans, roadmaps, and business plans of a disclosing Party are Confidential Information whether or not marked as such. If Confidential Information is disclosed orally, the disclosing Party shall confirm the disclosure in writing within thirty (30) days; failure to provide such confirmation shall not exclude information that is otherwise clearly confidential from the protections of this Agreement.
3. Obligations of Receiving Party. Each Party agrees that it will: (a) use the other Party’s Confidential Information solely to evaluate and pursue the Purpose and for no other purpose; (b) not disclose Confidential Information to any third party except to its directors, officers, employees, contractors, consultants, and advisors (collectively, “Representatives”) who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement; (c) protect 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; (d) be responsible for any breach of this Agreement by its Representatives; and (e) promptly notify the disclosing Party in writing upon becoming aware of any actual or suspected unauthorized use, misappropriation, or disclosure of Confidential Information.
4. Exceptions. The obligations under this Agreement do not apply to information that the receiving Party can demonstrate: (i) is or becomes publicly available through no breach of this Agreement by the receiving Party; (ii) was rightfully known to the receiving Party, free of confidentiality restrictions, prior to disclosure by the disclosing Party; (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; (iv) is rightfully received from a third party without breach of any confidentiality obligation; or (v) is disclosed with the prior written consent of the disclosing Party. If the receiving Party is required by law, regulation, or legal process to disclose Confidential Information, it shall (to the extent legally permitted) provide the disclosing Party with prompt prior written notice so that the disclosing Party may seek a protective order or other remedy, and shall disclose only the portion of Confidential Information legally required to be disclosed.
5. Reverse Engineering. Neither Party shall reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, underlying structure, algorithms, or designs of any products, prototypes, models, software, or other materials containing Confidential Information that are provided under this Agreement, except to the extent such restriction is prohibited by applicable law.
6. Return or Destruction. Upon the disclosing Party’s written request, or upon termination of discussions regarding the Purpose, the receiving Party shall promptly return or destroy all Confidential Information and materials containing Confidential Information (including copies), and upon request certify such return or destruction in writing; provided that the receiving Party may retain copies solely as required by automated backup, archival, legal retention, compliance, or security systems, and any such retained copies shall remain subject to the confidentiality obligations of this Agreement until destroyed in the ordinary course.
7. Ownership; No License. All Confidential Information remains the exclusive property of the disclosing Party. Nothing in this Agreement grants either Party any right, title, or interest in or to the other Party’s patents, copyrights, trademarks, trade secrets, or other intellectual property, except the limited right to use Confidential Information solely for the Purpose. No license or other right is implied by the disclosure of Confidential Information under this Agreement.
8. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Neither Party is obligated to disclose any particular information or to proceed with any transaction or relationship.
9. Term. This Agreement begins on the Effective Date and continues until terminated by either Party upon written notice. The confidentiality obligations shall survive for three (3) years after the later of (a) the Effective Date or (b) the date Confidential Information was last disclosed under this Agreement; provided that obligations with respect to trade secrets shall survive for so long as such information remains a trade secret under applicable law.
10. Remedies. Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or stop any breach or threatened breach of this Agreement, without the necessity of proving actual damages or posting a bond (to the extent permitted by law), in addition to any other rights and remedies available at law or in equity.
11. Assignment. Neither Party may assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.
12. Severability. If any provision of this Agreement is held unenforceable, the Parties shall negotiate in good faith a valid replacement that most closely approximates the intent of the original provision. If they cannot agree, the unenforceable provision shall be severed, and the remaining provisions shall continue in full force and effect.
13. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties, or authorizes either Party to bind the other.
14. Governing Law; Venue. This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Gwinnett County, Georgia, for any dispute arising out of or relating to this Agreement. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs from the other Party.
15. Notices. All notices under this Agreement must be in writing and delivered by hand, overnight courier, certified mail (return receipt requested), or email with confirmation of receipt, to the notice addresses and emails set forth above (or such other address or email as a Party may designate in writing). Notices are effective upon receipt.
16. Amendment; Waiver. No amendment of this Agreement is effective unless in a writing signed by both Parties. Failure to enforce any provision is not a waiver of that provision or of the right to enforce it later. Any waiver must be in writing and signed by the waiving Party.
17. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including electronic or PDF signatures), each of which is deemed an original, and all of which together constitute one and the same instrument. Electronic signatures, including signatures captured on this electronic form, shall be deemed original signatures for all purposes and shall have the same legal effect as handwritten signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law adopting the Uniform Electronic Transactions Act.
18. Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral, relating to such subject matter.
Agreement version: SO-MNDA-2026-07-26-v1