This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Date] between [Vyloop Legal Entity Name], located at [Address] ("Vyloop"), and [Counterparty Name], located at [Address] ("Counterparty"), for the purpose of [briefly describe purpose, e.g., "evaluating a potential investment in Vyloop"] (the "Purpose").

1. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether oral, written, or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential — including business plans, financial information, user data, product designs, source code, and the follower-tier and team-matching methodology used by the Vyloop platform.

2. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without an obligation of confidentiality prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without breach of any confidentiality obligation.

3. Obligations

The Receiving Party agrees to: (a) use the Confidential Information solely for the Purpose; (b) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, or advisors who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) protect the Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

4. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it agrees to give the Disclosing Party prompt written notice (where legally permitted) so the Disclosing Party may seek a protective order, and to disclose only the portion of Confidential Information legally required.

5. Term

This Agreement is effective as of the date above and remains in effect for 2 years, unless earlier terminated by mutual written agreement. Each Party's confidentiality obligations survive for 3 years following disclosure of the relevant Confidential Information, or indefinitely for information that constitutes a trade secret under applicable law.

6. No License or Obligation

Nothing in this Agreement grants either Party any license or ownership right to the other Party's Confidential Information, and nothing obligates either Party to proceed with the Purpose, enter into any further agreement, or make any investment or purchase.

7. Return or Destruction of Materials

Upon the Disclosing Party's written request, the Receiving Party agrees to return or destroy all materials containing Confidential Information, except for one archival copy retained solely for legal compliance purposes.

8. Remedies

The Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages alone may be inadequate, and that the Disclosing Party is entitled to seek injunctive relief in addition to any other available remedies.

9. Governing Law

This Agreement is governed by the laws of Ethiopia, without regard to conflict-of-laws principles.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding confidentiality of the Purpose and supersedes all prior discussions on this subject. Amendments must be in writing and signed by both Parties.