Partnership Non-Disclosure Agreement

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Recipient, whether orally, in writing, electronically, visually, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: business plans, brand strategies, product concepts and designs, financial information and projections, marketing strategies, customer and supplier data, manufacturing processes and relationships, trade secrets, proprietary technology, business methods, operational procedures, and any other non-public information relating to the Company's business, operations, or future plans. Confidential Information also includes all notes, analyses, compilations, studies, summaries, and other materials prepared by the Recipient to the extent they contain or reflect any Confidential Information.

The Recipient agrees to: (a) hold all Confidential Information in strict confidence and protect it with at least the same degree of care used to protect its own most sensitive confidential information, but in no event less than reasonable care; (b) not disclose, publish, reproduce, or distribute any Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose described herein and for no other purpose whatsoever; (d) limit internal access to the Confidential Information strictly to those of the Recipient's employees, agents, contractors, or advisors who have a legitimate need to know for purposes of the Purpose and who are bound by written confidentiality obligations at least as protective as those set forth in this Agreement; (e) promptly notify the Disclosing Party in writing upon discovery of any unauthorized use, disclosure, or access to Confidential Information; and (f) not use the Confidential Information to compete with, circumvent, or harm the business interests of the Disclosing Party.

The obligations of this Agreement do not apply to information that the Recipient can demonstrate by clear and convincing written evidence: (a) was already publicly available at the time of disclosure or subsequently becomes publicly available through no act or omission of the Recipient; (b) was rightfully known to the Recipient without restriction prior to the disclosure; (c) is independently developed by the Recipient without reference to or use of any Confidential Information; (d) is disclosed to the Recipient by a third party who has the legal right to make such disclosure; or (e) is required to be disclosed by applicable law, regulation, or court order, provided that the Recipient gives the Disclosing Party prompt prior written notice and cooperates in seeking protective relief.

This Agreement shall become effective on the date of electronic execution and shall remain in full force and effect for a period of five (5) years from such date. Notwithstanding termination or expiration, the Recipient's obligations with respect to Confidential Information designated as a trade secret shall continue for so long as such information qualifies as a trade secret under applicable law.

Upon the written request of the Disclosing Party, or upon termination or expiration of this Agreement, the Recipient shall within five (5) business days return all tangible and electronic materials containing Confidential Information, or certify in writing that all such materials have been permanently destroyed and purged from all systems and storage media.

Nothing in this Agreement shall be construed as granting the Recipient any license, title, ownership interest, intellectual property right, or other right in or to the Confidential Information beyond the limited right to use it solely for the Purpose. All Confidential Information remains the sole and exclusive property of the Disclosing Party. This Agreement does not obligate either party to enter into any further agreement, transaction, or business relationship.

All Confidential Information is provided "as is." The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Disclosing Party shall not be liable for any losses or damages arising from the Recipient's use of or reliance on the Confidential Information.

The Recipient acknowledges that any breach or threatened breach of this Agreement may cause immediate, irreparable, and incalculable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. The Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement to post bond, prove actual damages, or demonstrate inadequacy of any legal remedy, in addition to all other remedies available at law or in equity. In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to its conflict of laws principles. The parties irrevocably consent to the exclusive personal jurisdiction of the state and federal courts located in the State of Georgia for resolution of any dispute, claim, or controversy arising out of or in connection with this Agreement.

The parties expressly intend this Agreement to be enforceable in every jurisdiction where the Recipient is located or operates. The Recipient acknowledges that the obligations set forth herein are consistent with and enforceable under the trade secret and confidentiality laws of their jurisdiction. To the extent that the laws of the Recipient's jurisdiction require additional formalities or impose different standards, the parties agree to cooperate in good faith to satisfy such requirements. This Agreement shall be enforceable to the maximum extent permitted by applicable law in each jurisdiction. The parties acknowledge that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

The parties agree that execution of this Agreement by electronic means constitutes a legally binding signature with the same force and effect as a handwritten signature. This Agreement shall be valid and binding under: the United States Electronic Signatures in Global and National Commerce Act (E-SIGN Act); the Uniform Electronic Transactions Act (UETA); the European Union's eIDAS Regulation (EU No 910/2014); and all equivalent laws and regulations governing electronic signatures in applicable jurisdictions worldwide. A record of the electronic signature, including the date, time, and IP address of execution, shall be maintained and shall constitute sufficient proof of execution.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to the same subject matter. This Agreement may not be amended except by a written instrument duly executed by authorized representatives of both parties.

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. Any waiver must be in writing and signed by the waiving party to be effective.