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Mutual Non-Disclosure Agreement

Effective upon acceptance · 2-year term

1. Purpose

The Parties wish to explore a business relationship related to the NextEmail.ai private beta program. In connection with this relationship, each Party may disclose Confidential Information to the other. This Agreement is intended to protect such information.

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either Party to the other, whether orally, in writing, or electronically, including but not limited to:

• AI models, prompts, fine-tuning data, and LoRA adapters
• Software architecture, source code, and algorithms
• Training data, datasets, and model performance metrics
• Business plans, pricing strategies, and product roadmaps
• Email content, contacts, and metadata processed by the platform
• Security scanning methodologies and detection rules
• User feedback, bug reports, and feature requests shared during beta

3. Mutual Obligations

Each Party agrees to:

• Hold the other Party's Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information only for the purpose of evaluating and participating in the beta program
• Protect Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care
• Limit access to Confidential Information to employees and contractors who need to know and who are bound by confidentiality obligations

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 prior to disclosure, as evidenced by written records
• Is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information
• Is rightfully received from a third party without restriction on disclosure
• Is required to be disclosed by law, regulation, or court order, provided the receiving Party gives prompt written notice to the disclosing Party (where legally permitted)

5. Term

This Agreement is effective from the date of acceptance and the confidentiality obligations shall survive for a period of two (2) years from the date of disclosure of each item of Confidential Information.

6. Return of Information

Upon termination of the beta program or written request by the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify such destruction in writing upon request.

7. No License or Obligation

Nothing in this Agreement grants either Party any rights to the other Party's Confidential Information except as expressly stated herein. Neither Party is obligated to enter into any further agreement or business relationship.

8. Remedies

Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, either Party may seek equitable relief, including injunction, 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, United States, without regard to its conflict of laws principles.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements relating thereto.

By checking the MNDA checkbox during signup, you acknowledge that you have read, understood, and agree to be bound by the terms of this Mutual Non-Disclosure Agreement.