Non-Disclosure Agreement

1. Confidential Information

"Confidential Information" means all non-public information disclosed by a Party, including Trade Secrets, Business Information (pricing, customers), Project Information (designs, code), and Technical Information (APIs, architecture).

Exclusions: Information lawfully known prior to disclosure, publicly available, or independently developed.

2. Obligations of the Recipient

• Confidentiality: Maintain strict confidence and do not disclose to third parties.
• Permitted Use: Use solely for evaluating or performing the business relationship.
• Standard of Care: Protect with at least commercially reasonable care.
• Access Limitation: Restrict access to employees with a need to know.

3. Ownership & Return

All information remains property of the Disclosing Party. Upon termination, Recipient shall return or destroy all Confidential Information.

4. Remedies

Unauthorized disclosure causes irreparable harm. Disclosing Party is entitled to immediate injunctive relief.

6. Non-Solicitation

For sixty (60) months following termination, Recipient shall not solicit or hire Buildify employees or contractors known through the engagement.

8. Term & Survival

Confidentiality obligations survive for sixty (60) months. Trade secret obligations survive as long as the information remains a trade secret.

10. Governing Law

Governed by the laws of California.