MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of [Date] by and between:
Disclosing Party: Charles Baldwin, operating under the Pentefel project, STK LLC (and any affiliated entities)
Receiving Party: [Name of company or individual]
Collectively, the “Parties.”

1. Purpose
The Parties wish to explore a potential business, technical, or investment relationship involving the Pentefel concept, asystolic connector designs, and related intellectual property (the “Purpose”).
In connection with the Purpose, each Party may disclose to the other certain confidential or proprietary information.

2. Definition of Confidential Information
“Confidential Information” means any non-public information disclosed in written, electronic, graphic, or oral form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
This includes, without limitation:
designs, drawings, diagrams, specifications, business plans, research notes, source code, financial data, and all materials located in any private or password-protected section of the Pentefel website.

3. Obligations of the Receiving Party
The Receiving Party shall:
use the Confidential Information only for the Purpose;
keep the information strictly confidential and not disclose it to any third party without prior written consent of the Disclosing Party;
protect the information with at least the same degree of care used to protect its own confidential information, and never less than a reasonable standard of care;
promptly notify the Disclosing Party of any unauthorized disclosure or breach.

4. Exclusions
Confidential Information does not include information that:
is or becomes publicly known through no fault of the Receiving Party;
is rightfully received from a third party without duty of confidentiality;
is independently developed by the Receiving Party without use of the Disclosing Party’s information;
is disclosed with prior written approval of the Disclosing Party.

5. Term and Survival
This Agreement takes effect on the Effective Date and remains in force for three (3) years from the last disclosure, or until replaced by a superseding agreement.
Obligations of confidentiality and non-use survive for five (5) years after termination.

6. No License
Nothing in this Agreement grants any license or other rights to patents, copyrights, trade secrets, or other intellectual property of either Party.

7. Return or Destruction
Upon written request, the Receiving Party will promptly return or destroy all Confidential Information, including copies and derivatives, and certify destruction if requested.

8. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to conflict-of-law principles.
Exclusive venue for any dispute shall lie in the state or federal courts located in Steuben County, New York.

9. Remedies
The Receiving Party acknowledges that monetary damages may be inadequate and agrees that the Disclosing Party may seek injunctive relief to prevent or stop unauthorized disclosure.

10. Entire Agreement
This document represents the entire agreement between the Parties regarding confidentiality and supersedes all prior understandings.
Any amendments must be in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.
Disclosing Party:
Name: Charles Baldwin
Signature: __________________________
Date: __________________________
Receiving Party:
Name: __________________________
Signature: __________________________
Date: __________________________