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NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into as of 07/01/2025, by and between Urban Intelligence Institute, Inc., a Florida nonprofit/corporation with its principal place of business at [Address] (“Disclosing Party”), and the undersigned recipient (“Receiving Party” or “Investor”).
 
  1. Purpose
The Disclosing Party intends to share certain proprietary, confidential, and non-public information with the Receiving Party for the sole purpose of evaluating a potential investment opportunity in the Urban Intelligence Institute’s development projects (“Purpose”).
 
  1. Definition of Confidential Information
“Confidential Information” means any non-public information, data, documents, plans, financials, projections, business models, intellectual property, or other materials disclosed by the Disclosing Party, whether written, electronic, or oral, and whether marked confidential or not.
 
  1. Obligations of Receiving Party
The Receiving Party agrees to: a) Keep all Confidential Information strictly confidential and not disclose it to any third party without prior written consent from the Disclosing Party; b) Use the Confidential Information solely for the Purpose stated above; c) Take all reasonable measures to protect the confidentiality of the information, at least equivalent to how they protect their own confidential information; d) Not copy, reproduce, or distribute any Confidential Information except as necessary to evaluate the investment opportunity.
 
  1. Exclusions
Confidential Information does not include information that: a) Is or becomes public knowledge through no fault of the Receiving Party; b) Was already lawfully known by the Receiving Party before disclosure; c) Is rightfully received by the Receiving Party from a third party without a duty of confidentiality; d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
 
  1. Term
This Agreement and the Receiving Party’s duty to hold the Confidential Information in confidence shall remain in effect for two (2) years from the date of disclosure.
 
  1. No License
Nothing in this Agreement grants the Receiving Party any rights to or under the Disclosing Party’s intellectual property, nor obligates either party to enter into any further agreement or transaction.
 
  1. Return or Destruction
Upon request by the Disclosing Party, the Receiving Party will promptly return or destroy all Confidential Information and certify such return or destruction in writing.
 
  1. Remedies
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.
 
  1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of law principles.
 
  1. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes any prior discussions or agreements. Any amendments must be in writing and signed by both parties.
 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

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