Mutual Non-Disclosure and Confidentiality Agreement

This Mutual Non-Disclosure and Confidentiality Agreement (“Agreement”) is entered into as of __________________ (“Effective Date”) by and between ORM USA, LLC, with its principal business address at 2774 Cobb Pkwy NW, Suite 109, Kennesaw, Georgia 30152, United States, together with its affiliated companies, including ORM Global Manufacturing Pvt. Ltd. (“ORM”), and ______________________________________, with an address at ______________________________________________ (“Counterparty”). ORM and Counterparty may each individually be referred to as a “Party” and collectively as the “Parties.”

1. Purpose

The Parties wish to evaluate and/or conduct a potential or existing business relationship involving manufacturing, engineering, sourcing, product development, tooling, prototyping, supply-chain services, logistics, commercial discussions, or related activities (“Purpose”). In connection with the Purpose, either Party may disclose Confidential Information to the other.

2. Confidential Information

“Confidential Information” means all non-public information disclosed by or on behalf of a Party, whether orally, visually, electronically, physically, digitally, or in writing, including but not limited to drawings, blueprints, CAD models, STEP/STP files, DXF/DWG files, specifications and tolerances; prototypes, samples, components, assemblies and physical products; inventions, designs, concepts, patent-related materials and intellectual property; manufacturing processes, production methods, tooling, fixtures and process parameters; technical data, calculations, test results, inspection reports and quality documentation; formulas, materials, heat-treatment parameters and metallurgical information; software, source code, algorithms and technical systems; supplier and subcontractor information; customer information; pricing, quotations, margins, costs and commercial terms; purchase orders, forecasts and production volumes; sales, business, marketing and strategic information; financial information; logistics and supply-chain information; photographs, videos and facility information; passwords, access credentials and system information; and any other information that a reasonable person would understand to be confidential given the nature of the information or circumstances surrounding its disclosure. Confidential Information includes information disclosed before or after execution of this Agreement in connection with the Purpose.

3. Obligations of Receiving Party

The Party receiving Confidential Information (“Receiving Party”) shall: (a) use Confidential Information solely for the Purpose; (b) protect Confidential Information using at least reasonable care and no less than the degree of care it uses to protect its own confidential information of similar importance; (c) not disclose Confidential Information to any third party except as permitted under this Agreement; (d) restrict access to employees, officers, directors, affiliates, professional advisers, contractors, suppliers and subcontractors who have a legitimate need to know the information for the Purpose and who are bound by confidentiality obligations; (e) not copy, reproduce, reverse engineer, disassemble, analyze or otherwise exploit Confidential Information except as reasonably necessary for the Purpose; (f) take reasonable measures to prevent unauthorized disclosure, access, copying or use; and (g) promptly notify the Disclosing Party upon becoming aware of any unauthorized access, disclosure, loss or misuse.

4. Manufacturing and Supplier Disclosure

The Parties acknowledge that fulfillment of the Purpose may require ORM to share relevant technical information with ORM Global Manufacturing Pvt. Ltd., approved manufacturing facilities, suppliers, subcontractors, laboratories, tooling providers, logistics providers and quality-control partners. Such disclosure shall be limited to information reasonably necessary to perform the applicable manufacturing or engineering activity, and ORM shall require such parties to maintain appropriate confidentiality obligations.

5. Samples and Physical Materials

Any drawings, samples, prototypes, tooling, parts, fixtures, documents or other physical materials provided by a Disclosing Party remain the property of that Party unless otherwise agreed in writing. Possession of a sample or component does not grant any license, ownership right or authorization to manufacture, reproduce or commercialize that item beyond the Purpose.

6. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) was publicly available at the time of disclosure; (b) becomes publicly available through no breach of this Agreement; (c) was lawfully known by the Receiving Party before disclosure; (d) was independently developed without reference to the Confidential Information; or (e) was lawfully received from a third party without confidentiality restrictions.

7. Required Disclosure

If the Receiving Party is legally required to disclose Confidential Information pursuant to law, regulation, subpoena or court order, it may disclose only the portion legally required. Where legally permitted, the Receiving Party shall provide prompt notice to the Disclosing Party so that protective measures may be sought.

8. Intellectual Property

All Confidential Information and intellectual property remain the property of the applicable Disclosing Party. Nothing in this Agreement grants, expressly or implicitly, any license or ownership interest under any patent, copyright, trademark, trade secret, design right, know-how or other intellectual-property right. Any ownership of newly developed tooling, designs, inventions, improvements, processes or intellectual property arising from a specific project shall be governed by the applicable quotation, purchase order, development agreement or other written agreement between the Parties.

9. No Unauthorized Manufacturing or Circumvention

Neither Party shall use Confidential Information received under this Agreement to reproduce, manufacture, source, commercialize or procure substantially identical proprietary products outside the agreed Purpose. Neither Party shall knowingly use confidential supplier, manufacturer or customer information supplied by the other Party to circumvent that Party in connection with the specific opportunity for which such information was disclosed.

10. No Publicity

Neither Party may use the other Party’s name, trademarks, logos, customer relationship, project information, product photographs or other identifying information in advertising, websites, press releases, case studies, social media or promotional materials without prior written approval.

11. Information Security

The Receiving Party shall implement commercially reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the Confidential Information. Electronic drawings and technical documents shall be accessible only to personnel and approved parties who require such access for the Purpose.

12. Return or Destruction

Upon written request, the Receiving Party shall reasonably return or destroy Confidential Information supplied by the Disclosing Party, including copies, except where retention is required by law, regulation, internal archival systems or legitimate recordkeeping requirements. Any retained Confidential Information shall remain subject to this Agreement.

13. No Warranty

Confidential Information is provided “as is.” Neither Party makes any representation or warranty regarding the accuracy or completeness of Confidential Information except as expressly provided in a separate written agreement.

14. No Obligation to Proceed

Nothing in this Agreement requires either Party to enter into a transaction, issue a purchase order, provide a quotation, manufacture a product or continue negotiations. Either Party may discontinue discussions at any time.

15. Term and Survival

This Agreement shall remain effective for five (5) years from the Effective Date unless terminated earlier in writing. The confidentiality obligations relating to information disclosed under this Agreement shall survive for five (5) years following disclosure. Obligations relating to information qualifying as a trade secret under applicable law shall continue for so long as such information remains legally protected as a trade secret.

16. Remedies

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The affected Party may therefore seek injunctive or equitable relief in addition to any other remedies available under law.

17. Export Control and Legal Compliance

Each Party shall comply with applicable export-control, sanctions, trade-control and other laws relating to information, samples, technology or products exchanged under this Agreement. No Party shall knowingly require another Party to transfer controlled technical information in violation of applicable law.

18. Independent Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, agency, joint venture, fiduciary relationship or employment relationship.

19. Assignment

Neither Party may assign this Agreement in a manner that materially reduces the other Party’s protections without prior written consent, except to an affiliate, successor, purchaser or entity acquiring substantially all relevant assets or business operations.

20. Governing Law and Venue

This Agreement shall be governed by and construed under the laws of the State of Georgia, United States, without regard to conflict-of-law principles. The Parties consent to the jurisdiction of courts having appropriate jurisdiction in Cobb County, Georgia, for disputes arising under this Agreement, unless the Parties mutually agree to another forum in writing.

21. Electronic Signatures

Signatures exchanged electronically, digitally, through an electronic-signature platform or in counterpart shall be considered originals and shall have the same legal effect as handwritten signatures.

22. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning confidentiality relating to the Purpose and supersedes prior oral or written confidentiality understandings concerning the same subject matter. Any amendment must be made in writing and agreed to by both Parties.

23. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force, and the affected provision shall be interpreted as closely as legally possible to its original intent.

Template for commercial use subject to ORM approval. Executed agreements control. Parties should obtain independent legal advice where appropriate.