Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“Agreement”) is made and entered into as of the Signature Date, by and between:

Party A (The Disclosing Party)

Urban Pet Pass
Represented by: Corey Olin
Boxhagener Str. 10, 10245 Berlin, Germany
Email: [email protected]
Phone: +49 (0) 178 823 5856

Party B (The Receiving Party) ^*

Represented by:

First Name ^*

Last Name ^*

Email ^*

Phone ^*

Company

Address ^*

City ^*

Postal Code ^*

Country ^*

(Party A and Party B are each a “Party” and collectively referred to as the “Parties”.)

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1. Purpose

The Parties wish to engage in discussions regarding a potential business relationship, partnership, or investment concerning Urban Pet Pass, a SaaS platform and mobile application for pet owners (the “Purpose”). In connection with this Purpose, each Party may disclose to the other certain confidential or proprietary information.

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2. Definition of Confidential Information

“Confidential Information” means all non-public, proprietary, or confidential information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in written, oral, or electronic form. Given the digital and technology-driven nature of Urban Pet Pass, Confidential Information strictly includes, but is not limited to:

Technical Assets
Source code, object code, APIs, algorithms, machine learning models, database structures, and software architecture. 

Product & Design
UI/UX designs, wireframes, product roadmaps, features in development, and technical workflows. 

Business Assets
Business plans, financial metrics, marketing strategies, user data, trade secrets, investor lists, and pricing models.

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3. Obligations of Confidentiality

The Receiving Party (___ ___) agrees to strict protocols regarding the Disclosing Party’s information. The Receiving Party shall:

• Maintain the strict confidentiality of the Confidential Information using a degree of care no less than that used to protect its own highly confidential information (and in no event less than a reasonable degree of care). 

• Use the Confidential Information solely and exclusively in connection with the Purpose. 

• Not disclose, transmit, or otherwise make available the Confidential Information to any third party, contractor, or affiliate without prior written consent from the Disclosing Party. 

• Restrict access to the Confidential Information to its employees or advisors who have a strict "need to know" and are bound by confidentiality obligations at least as restrictive as those contained herein.

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4. Exclusions

The obligations under this Agreement do not apply to information that:

• Is or becomes publicly known through no fault, act, or omission of the Receiving Party. 

• Is lawfully received from a third party without an inherent obligation of confidentiality. 

• Is independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information. 

• Is required to be disclosed by law, regulation, or valid court order, provided the Receiving Party promptly notifies the Disclosing Party in writing (where legally permitted) to allow the Disclosing Party a reasonable opportunity to seek a protective order.

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5. Term and Survival

This Agreement shall commence on the Effective Date and continue for a period of two (2) years, unless terminated earlier in writing by either Party.

Standard Confidentiality Survival
The obligations of confidentiality shall survive termination for a period of three (3) additional years following the termination date. 

Trade Secret Survival
Notwithstanding the foregoing, for any Confidential Information that constitutes a "Trade Secret" under the German Trade Secret Act (Geschäftsgeheimnisgesetz - GeschGehG) or applicable international law, the obligations of confidentiality shall survive indefinitely for as long as such information remains a trade secret.

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6. Return or Destruction of Materials

Upon the written request of the Disclosing Party, or upon the termination of this Agreement, the Receiving Party shall promptly return or permanently destroy (including deleting from all digital environments, servers, and local storage) all materials containing Confidential Information and provide written certification of such destruction.

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7. No License & Equitable Relief

Nothing in this Agreement shall be construed as granting any express or implied license, right, or ownership interest in the Confidential Information or any associated intellectual property. Furthermore, the Receiving Party acknowledges that a 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 immediate equitable or injunctive relief, in addition to any other remedies available at law.

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8. Governing Law and Exclusive Jurisdiction

This Agreement, and all matters arising out of or relating to it, shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law principles and the UN Convention on Contracts for the International Sale of Goods (CISG). Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Berlin, Germany.

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9. Miscellaneous

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any amendment must be in writing and signed by both Parties. This Agreement may be executed digitally; electronic signatures shall be deemed original signatures for all legal purposes.

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In Witness Whereof

The Parties have executed this Mutual Non-Disclosure Agreement as of the Signature Date.

Party A

Urban Pet Pass

Name: Corey Olin

Title: Founder, UPP

Party B ^*

___ ___

Signature:

Signature Date:

City

Postal Code ^*

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Mutual Non-Disclosure Agreement

1. Purpose

2. Definition of Confidential Information

3. Obligations of Confidentiality

4. Exclusions

5. Term and Survival

6. Return or Destruction of Materials

7. No License & Equitable Relief

8. Governing Law and Exclusive Jurisdiction

9. Miscellaneous

In Witness Whereof

Thank you for your trust.