Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is entered into on May 21, 2025, by and between Turnover Solutions, with its principal place of business at Your address ("Disclosing Party"), and the undersigned ("Receiving Party"), collectively referred to as the "Parties".

Purpose

The Parties wish to discuss potential business opportunities (the "Purpose") during which the Disclosing Party may share confidential information with the Receiving Party. This Agreement ensures the protection of such information.

Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" includes all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. This includes, but is not limited to, business plans, financial data, customer lists, designs, prototypes, trade secrets, or any other proprietary information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by any other medium.

Exclusions from Confidential Information

Confidential Information does not include information that:

• is or becomes publicly available without breach of this Agreement;
• was known to the Receiving Party prior to disclosure by the Disclosing Party;
• is received from a third party without breach of any obligation of confidentiality; or
• is independently developed by the Receiving Party without use of the Confidential Information.

Obligations of Receiving Party

The Receiving Party agrees to:

• hold the Confidential Information in strict confidence and take reasonable precautions to protect it;
• not disclose the Confidential Information to any third party without prior written consent from the Disclosing Party;
• use the Confidential Information solely for the Purpose and not for any other benefit or purpose.

Time Periods

This Agreement and the Receiving Party’s obligations regarding the Confidential Information shall remain in effect for a period of two (2) years from the date of disclosure, unless otherwise agreed in writing by the Parties.

Return of Materials

Upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify in writing that such materials have been returned or destroyed.

No License

Nothing in this Agreement grants the Receiving Party any rights or licenses to the Confidential Information, except as necessary to fulfill the Purpose.

Remedies

Any breach of this Agreement may cause irreparable harm to the Disclosing Party, and the Disclosing Party shall be entitled to seek equitable relief, including injunctions, in addition to any other remedies available at law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Your state, without regard to its conflict of laws principles.

Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.

Now that you know that your protected, lets go back and sign this NDA!.