NON-DISCLOSURE AGREEMENT

1. Confidential Information

Includes but not limited to:

• Product specifications, formulas, and technical data
• Pricing structures and vendor agreements
• Marketing plans and private label details
• Business strategies and proprietary methodologies
• Any information marked as confidential or reasonably understood to be confidential

2. Use of Confidential Information

The Receiving Party agrees to:

• Use confidential information solely for the purpose of executing the agreed-upon services
• Maintain confidentiality using at least the same degree of care as it uses for its own confidential information
• Not disclose, publish, or disseminate confidential information to any third party without prior written consent
• Limit access to confidential information only to employees who need to know for business purposes

3. Non-Circumvention

• The Vendor shall not directly or indirectly contact, solicit, or conduct business with any NMS clients or partners introduced through this agreement
• All intellectual property shared under this agreement remains the exclusive property of NineteenBerry LLC
• The Vendor may not reuse, reproduce, or benefit from shared IP outside the explicitly agreed scope of services

4. Term & Termination

• This NDA remains valid for 5 years from the effective date
• Obligations of confidentiality shall survive termination of any business relationship between the parties
• Upon termination, the Receiving Party shall promptly return or destroy all confidential materials

5. Jurisdiction & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.