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1. Purpose

Recipient agrees to receive certain confidential and proprietary information from Lumora Dynamics in connection with the Lumora Apex program, with the purpose of evaluating or engaging in a potential or actual business relationship.

2. Definition of Confidential Information

"Confidential Information" includes all written, digital, oral, or visual information disclosed by Lumora Dynamics to Recipient, including but not limited to: business plans, roadmaps, strategies, financial data, user data, code, concepts, product details, trade secrets, partner discussions, designs, technologies, documentation, marketing materials, future project details, and any other proprietary or non-public information.

3. Obligations of the Recipient

Recipient agrees to:

• Maintain the strict confidentiality of all Confidential Information;
• Not disclose or share Confidential Information with any third party without express written consent;
• Use Confidential Information solely for the purposes of engaging with Lumora Apex and related business activities.

4. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly known without breach of this Agreement;
• Is rightfully received by Recipient from another source without restriction;
• Is independently developed by the Recipient without use of Lumora Dynamics' Confidential Information;
• Is disclosed with prior written consent from Lumora Dynamics.

5. Non-Use and Non-Disclosure

Recipient shall not use any Confidential Information for personal benefit, competitive purposes, or any purpose outside the permitted scope. Disclosure of any portion of Confidential Information without written authorization from Lumora Dynamics is strictly prohibited.

6. Term and Duration

This Agreement shall remain in full force and effect for a period of five (5) years from the date of execution by the Recipient. Obligations regarding Confidential Information shall survive the termination or expiration of any relationship between the Parties.

7. Return or Destruction of Materials

Upon request by Lumora Dynamics, Recipient shall promptly return or destroy all documents, files, and materials containing Confidential Information and certify such destruction in writing.

8. No License or Ownership Rights

No license, title, or ownership interest in any Confidential Information is granted to the Recipient. All rights remain the exclusive property of Lumora Dynamics.

9. No Obligation to Proceed

Nothing in this Agreement obligates either party to enter into any further agreement or relationship. Lumora Dynamics may terminate discussions or participation in Lumora Apex at its sole discretion.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Texas, California, or New York, as determined by Lumora Dynamics at the time of dispute. Any disputes, controversies, or claims arising out of or in connection with this Agreement shall be resolved through binding international arbitration under the rules of the International Chamber of Commerce (ICC) or UNCITRAL, conducted in English at a neutral venue agreed upon by both parties. Judgment upon the arbitral award may be entered in any court of competent jurisdiction.

11. Entire Agreement

This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral. Any modification must be in writing and signed by both parties.

12. Execution

This Agreement may be executed electronically and shall be deemed binding upon digital signature. By proceeding with checkout, the Recipient acknowledges understanding and agreement to all terms herein.