Mutual Non-Disclosure Agreement.

Template · Last reviewed: August 16, 2026 · v1.7

1. Parties

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the Effective Date by and between empowered.guru, LLC, a California limited liability company (the "Company"), and the counterparty identified on the signature page (the "Counterparty"). The Company and the Counterparty are each a "Party" and together the "Parties".

2. Purpose

The Parties wish to discuss a potential business relationship involving consulting, software, AI infrastructure, or related services (the "Purpose") and, in connection with those discussions, may share confidential information with each other. This Agreement sets out the obligations each Party accepts when it receives the other's confidential information.

3. Definition of confidential information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether disclosed orally, in writing, by demonstration, by inspection, or in any other form, that is designated as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans and strategy, customer and prospect lists, financial information, technical architectures, source code, AI model weights and prompts, security posture, employee information, and the existence and terms of this Agreement.

4. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Was already known to the Receiving Party without restriction before disclosure by the Disclosing Party, as evidenced by written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records.
• Is rightfully received from a third party without a duty of confidentiality.
• Is approved for release in writing by the Disclosing Party.

5. Permitted use

The Receiving Party will use Confidential Information solely for the Purpose and for no other purpose. Without limiting the foregoing, the Receiving Party will not use Confidential Information to:

• Compete with the Disclosing Party.
• Reverse-engineer, decompile, or attempt to extract source code, model weights, or trade secrets.
• Develop a substantially similar product or service.
• Train, fine-tune, or otherwise use AI models on Confidential Information without the Disclosing Party's prior written consent.

6. Obligations

The Receiving Party will (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature (and in no event less than reasonable care), (b) restrict access to Confidential Information to its employees, contractors, and advisors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement, (c) be responsible for any breach of this Agreement by those recipients, and (d) promptly notify the Disclosing Party in writing of any actual or suspected unauthorized use or disclosure.

7. Compelled disclosure

If the Receiving Party is required by law, regulation, or valid order of a court of competent jurisdiction to disclose Confidential Information, it will (where lawful) give the Disclosing Party prompt prior notice and reasonable cooperation to seek a protective order or other appropriate remedy. The Receiving Party will disclose only the portion of Confidential Information that is legally required.

8. Term and survival

This Agreement starts on the Effective Date and continues for three (3) years. Each Party's obligations of confidentiality with respect to Confidential Information disclosed during the term survive for an additional five (5) years after expiration or termination, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.

9. Return and destruction

Upon written request of the Disclosing Party, the Receiving Party will promptly return or destroy (and certify destruction of) all copies of Confidential Information in its possession or control, except that the Receiving Party may retain copies in encrypted backups subject to their ordinary retention cycle and one archival copy stored with legal-hold controls.

10. No license

No license or other right to any Confidential Information, patent, trademark, copyright, or other intellectual property is granted by this Agreement, except the limited right to use Confidential Information for the Purpose.

11. No obligation to transact

Each Party acknowledges that the other is under no obligation to enter into any further agreement or transaction. Each Party may terminate discussions at any time, for any reason, without liability.

12. Remedies

Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. In addition to any other remedies available at law or in equity, the Disclosing Party is entitled to seek injunctive or other equitable relief to prevent or restrain a breach, without the need to post a bond.

13. Miscellaneous

• Governing law. California, U.S.A., without regard to its conflict-of-laws principles.
• Venue. Subject to Section 13(d), the state and federal courts in California have exclusive jurisdiction.
• Disputes. The Parties will attempt in good faith to resolve any dispute through informal negotiation for 30 days before either initiates a proceeding. Disputes not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator in California. The arbitrator may award injunctive relief but not punitive damages or damages excluded by this Agreement's limitation of liability.
• Class waiver. All disputes will be brought on an individual basis and not as a class action.
• Severability. If any provision is held unenforceable, the remainder remains in effect.
• No waiver. Failure or delay in exercising a right is not a waiver.
• Assignment. Neither Party may assign without the other's prior written consent, except in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, with notice.
• Entire agreement. This Agreement is the entire agreement on its subject matter and supersedes prior or contemporaneous communications.
• Amendments. Any amendment must be in writing and signed by both Parties.
• Counterparts; electronic signature. Permitted; each counterpart is an original and together they are one instrument.
• Notices. In writing to the addresses on the signature page by email or overnight courier.

14. Signatures

empowered.guru, LLC                       [COUNTERPARTY LEGAL NAME]
By: ________________________             By: ________________________
Name: Brian Marvin                        Name: ______________________
Title: Managing Member                    Title: _____________________
Date: ___________________                 Date: _____________________
Email: legal@empowered.guru              Email: ___________________

To execute a one-way NDA (only the Company is the Receiving Party), delete the second paragraph of each section. To execute a unilateral NDA in the other direction (only the Client is the Receiving Party), swap the definitions of Disclosing Party and Receiving Party. For an AI-specific data-use rider, see our AI Disclosure.