Mutual Non-Disclosure and Confidentiality Agreement

“Confidential Information” means any and all non-public information, in any form or medium, whether disclosed orally, visually, in writing, electronically, or by inspection, and whether or not marked or identified as confidential, that is disclosed by or on behalf of a Disclosing Party or otherwise learned by the Receiving Party in connection with the Purpose. Confidential Information includes, without limitation:

• orbital assembly methods, berth architecture, cryogenic and propellant logistics, robotic integration systems, habitat integration, and nuclear-zone design and procedures;
• supply-chain structures, cargo and tanker flows, crew-rotation schedules, launch cadence, and operational telemetry;
• charters, governance structures, endowment mechanics, financial models, budgets, forecasts, capital structures, and investor and partner identities;
• technical data, specifications, blueprints, designs, prototypes, research, know-how, trade secrets, and intellectual property, whether patentable or not;
• the existence, contents, and status of any briefing, discussion, or negotiation between the Parties, and the fact that Confidential Information has been exchanged.

Confidential Information does not include information that the Receiving Party can demonstrate, by clear and contemporaneous written evidence:

• was lawfully in its possession without obligation of confidentiality prior to disclosure by the Disclosing Party;
• is or becomes publicly available through no act, omission, or breach by the Receiving Party;
• is lawfully received from a third party without obligation of confidentiality and without breach of any duty; or
• is independently developed by the Receiving Party without use of or reference to the Confidential Information.

The burden of establishing an exclusion rests entirely with the Receiving Party. Confidential Information does not lose protection merely because it is embraced by more general information in the public domain, nor because individual components of it are separately public.

The Receiving Party shall, at all times:

• hold all Confidential Information in strict confidence and protect it with no less than the highest degree of care it applies to its own most sensitive information, and in no event less than a reasonable degree of care;
• use the Confidential Information solely for the Purpose and for no other purpose whatsoever;
• not disclose Confidential Information to any person except to those of its officers, employees, advisors, and representatives (“Representatives”) who have a strict need to know for the Purpose and who are bound by written obligations of confidentiality no less protective than this Agreement;
• remain fully responsible and liable for any act or omission of its Representatives that would breach this Agreement;
• not reverse engineer, decompile, disassemble, copy, or reproduce any Confidential Information except as strictly necessary for the Purpose;
• immediately notify the Foundry in writing upon discovery of any unauthorized use, disclosure, loss, or compromise of Confidential Information, and cooperate fully to remedy it.

This Agreement takes effect on the Effective Date and continues in force in perpetuity, without expiration. The obligations of confidentiality and non-use set out herein shall survive indefinitely and shall bind the Receiving Party and its Representatives, successors, heirs, and assigns for so long as the Confidential Information exists, whether or not any relationship between the Parties is ever formed, continued, or terminated.

The Parties expressly agree that the confidentiality obligations under this Agreement are not limited to any fixed period such as three, five, or seven years, and that no lapse of time shall diminish, terminate, or extinguish those obligations.

This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior understandings. It may be amended only by a writing signed by both Parties. If any provision is held unenforceable, it shall be modified to the minimum extent necessary and the remainder shall remain in full force. No failure or delay in exercising any right operates as a waiver. This Agreement binds and benefits the Parties and their permitted successors and assigns; the Receiving Party may not assign it without the Foundry’s prior written consent. This Agreement may be executed and delivered electronically and in counterparts, each of which is deemed an original.