Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into by and between Luna Base Inc. ("Disclosing Party"), operating www.lunabase.ai (the "Luna platform"), and the individual or entity identified below ("Receiving Party").

1. Confidential Information

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally, in writing, electronically, or by any other means, before or after the execution of this Agreement. Confidential Information includes, but is not limited to:

1.1 Business and Technical Information

Trade secrets, business plans, product roadmaps, marketing strategies, financial data, pricing information, customer and vendor lists, contracts, and proposals.
Technical information, including but not limited to software, source code, APIs, system architecture, algorithms, data models, designs, prototypes, and testing methodologies.

1.2 Luna Platform-Specific Information

Information related to the Luna platform, including but not limited to features, functionalities, updates, designs, tools, and services that have not been released to the public or are currently under development.
Any information about beta features, experimental functionalities, or future product launches that the Disclosing Party discloses to the Receiving Party.

1.3 Discussions Preceding This Agreement

Any and all confidential information previously disclosed by the Disclosing Party to the Receiving Party in discussions, meetings, communications, or other exchanges before the effective date of this Agreement, including but not limited to information related to the Luna platform, strategic initiatives, potential partnerships, and business opportunities.

1.4 Other Protected Information

Any notes, analyses, summaries, compilations, reports, or other documents created by the Receiving Party that are based on or contain any of the Disclosing Party's Confidential Information.

For clarity, Confidential Information does not need to be marked or "labeled as confidential" to fall under the protections of this Agreement if the circumstances of disclosure reasonably indicate its confidential or proprietary nature.

2. Obligations of the Receiving Party

The Receiving Party agrees to:

Use the Confidential Information solely for the purpose of evaluating or engaging in discussions related to potential business opportunities with the Disclosing Party.
Protect and maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care.
Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
Limit access to Confidential Information to those employees, agents, or contractors who have a legitimate need to know the information and are bound by confidentiality obligations at least as protective as those set forth in this Agreement.

3. Exclusions from Confidential Information

The obligations of the Receiving Party do not apply to information that:

Was publicly available or known at the time of disclosure.
Becomes publicly available or known through no fault of the Receiving Party.
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
Is disclosed to the Receiving Party by a third party legally entitled to make such disclosure.

4. Term and Termination

This Agreement will remain in effect for a period of three (3) years from the date the Receiving Party electronically signs this Agreement. Notwithstanding the termination of this Agreement, the Receiving Party's obligations with respect to the protection and non-disclosure of Confidential Information shall survive indefinitely.

5. Ownership of Confidential Information

All Confidential Information remains the property of the Disclosing Party. This Agreement does not grant the Receiving Party any ownership, license, or other rights to the Confidential Information except as expressly set forth herein.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, the Receiving Party agrees to promptly return or destroy all copies of Confidential Information in its possession and certify in writing that it has done so.

7. No Representations or Warranties

The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information.

8. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Delaware.

9. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and representations.