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MUTUAL NON-DISCLOSURE AGREEMENT (NDA)

Find It All Platform
A Brand Owned & Operated by Innovara Marketing Inc.

Effective Date: Jan 2026

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between:

Innovara Marketing Inc., a corporation incorporated under the laws of Canada, with its principal place of business in Ontario (“Innovara”),
and
The individual or business entity entering into this Agreement (“Recipient”).

Find It All is a brand owned and operated by Innovara Marketing Inc.

Innovara and the Recipient may be referred to individually as a “Party” and collectively as the “Parties.”


1. PURPOSE

1.1 The Parties wish to engage in discussions relating to potential business, technical, strategic, commercial, or collaborative opportunities involving the Find It All platform (the “Purpose”).

1.2 In connection with the Purpose, each Party may disclose certain confidential or proprietary information to the other.


2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” includes, but is not limited to:

  • Business plans, strategies, and models
  • Financial information and projections
  • Platform architecture, features, and workflows
  • Software, algorithms, AI systems, and analytics
  • Customer, vendor, or partner data
  • Marketing plans and growth strategies
  • Trade secrets and proprietary processes

Confidential Information may be disclosed orally, visually, electronically, or in writing.


3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that:

  • Is publicly available without breach of this Agreement
  • Was lawfully known by the receiving Party prior to disclosure
  • Is independently developed without reference to Confidential Information
  • Is rightfully obtained from a third party without restriction

4. OBLIGATIONS OF THE PARTIES

4.1 Each Party agrees to:

  • Use Confidential Information solely for the stated Purpose
  • Protect Confidential Information with reasonable care
  • Not disclose Confidential Information to any third party without written consent

4.2 Disclosure is permitted to employees, advisors, or contractors only on a need-to-know basis, provided they are bound by confidentiality obligations.


5. NO LICENSE OR OWNERSHIP TRANSFER

5.1 This Agreement does not grant any license or ownership rights to:

  • Intellectual property
  • Platform technology
  • Trade secrets

5.2 All Confidential Information remains the property of the disclosing Party.


6. TERM & SURVIVAL

6.1 This Agreement becomes effective on the Effective Date and continues for three (3) years.

6.2 Confidentiality obligations survive termination of discussions and remain in effect for three (3) years from the date of last disclosure.


7. RETURN OR DESTRUCTION OF INFORMATION

Upon written request, the receiving Party shall:

  • Return or destroy Confidential Information
  • Confirm destruction in writing, where applicable

8. NO OBLIGATION TO PROCEED

8.1 This Agreement does not obligate either Party to proceed with any transaction or relationship.

8.2 Any future engagement shall be governed by separate written agreements.


9. LIMITATION OF LIABILITY

Neither Party shall be liable for indirect or consequential damages arising from this Agreement.


10. INJUNCTIVE RELIEF

Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm.
The disclosing Party may seek injunctive relief in addition to other remedies.


11. GOVERNING LAW

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


12. ENTIRE AGREEMENT & AMENDMENTS

This Agreement constitutes the entire understanding between the Parties regarding confidentiality and may be amended only in writing signed by both Parties.


13. ACCEPTANCE

This Agreement may be accepted electronically via using the platform and shall be deemed legally binding.

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