NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into as of [Date], by and between:

* StrengthLinx, Inc. (“Disclosing Party”), and

* [Investor Name / Company] (“Receiving Party”).

Together, the “Parties.”

1. Purpose

The Disclosing Party intends to share certain confidential and proprietary information with the Receiving Party for the sole purpose of evaluating a potential investment in StrengthLinx (the “Purpose”).

2. Definition of Confidential Information

“Confidential Information” includes all written, electronic, verbal, or otherwise tangible or intangible information disclosed to the Receiving Party, including but not limited to:

* business plans, financial data, strategies, forecasts;

* product roadmaps, designs, technical specifications;

* trade secrets, inventions, algorithms, AI models, source code;

* partnerships, customer lists, pricing models;

* and any other non-public information.

Confidential Information does not include information that:
a) is or becomes publicly available through no fault of the Receiving Party;
b) is rightfully received from a third party without confidentiality obligation;
c) is independently developed by the Receiving Party without use of the Disclosing Party’s information.

3. Obligations of Receiving Party

The Receiving Party agrees to:

* Maintain Confidential Information in strict confidence.

* Use Confidential Information solely for the Purpose.

* Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party.

* Restrict access to employees, advisors, or representatives with a strict “need to know,” provided they are bound by similar confidentiality obligations.

* Take reasonable measures to protect the confidentiality of the information (no less than the standard of care used to protect its own confidential information).

4. No License or Rights

Nothing in this Agreement grants the Receiving Party any rights, ownership, or license in the Confidential Information, except as expressly permitted for the Purpose.

5. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, they must promptly notify the Disclosing Party (to the extent legally allowed) so the Disclosing Party can seek protective measures.

6. Return or Destruction

Upon request, the Receiving Party must return or destroy all Confidential Information, including copies, summaries, or extracts.

7. Term

This Agreement remains in effect for 3 years from the date of disclosure of Confidential Information. The obligations of confidentiality survive termination or expiration.

8. Remedies

The Parties agree that monetary damages may be insufficient, and the Disclosing Party is entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict of law principles.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior understandings, oral or written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.