# Mutual Non-Disclosure Agreement **Climate Positive Energy Solutions, Inc.** --- **Effective Date:** _______________________ **Parties:** This Mutual Non-Disclosure Agreement (this "**Agreement**") is entered into between: - **Climate Positive Energy Solutions, Inc.**, a Florida corporation, with offices in Miami, Florida ("**CPES**"); and - **Counterparty:** _______________________________________ **Entity type / individual:** ______________________________ **Address:** ______________________________________________ ____________________________________________________________ (the "**Counterparty**") CPES and Counterparty are referred to collectively as the "**Parties**" and individually as a "**Party**." --- ## 1 · Purpose The Parties wish to explore a potential business relationship related to renewable energy advisory services (the "**Purpose**"). In connection with the Purpose, each Party may disclose to the other certain confidential information. ## 2 · Definition of Confidential Information "**Confidential Information**" means any non-public information disclosed by either Party (the "**Disclosing Party**") to the other (the "**Receiving Party**"), whether orally, in writing, electronically, or in any other form, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes, without limitation: - Business strategies and operational plans - Financial projections, capital stack assumptions, and pro forma models - Customer, counterparty, and third-party information - Technical data, designs, and engineering specifications - Project economics, vendor pricing, and supply terms - Term sheets, contracts, and related correspondence - Tax structuring memos, monetization analysis, and legal opinions - Any analysis, summary, or memo prepared based on the foregoing Confidential Information does **not** include information that: (a) was already in the Receiving Party's possession without confidentiality obligation prior to disclosure by the Disclosing Party; (b) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without confidentiality obligation. ## 3 · Obligations 1. **Use restriction.** Each Party will use the other's Confidential Information solely for the Purpose and for no other purpose without the Disclosing Party's prior written consent. 2. **Care standard.** Each Party will protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care. 3. **Limited disclosure.** Each Party may disclose the other's Confidential Information only to its employees, contractors, and professional advisors (the "**Representatives**") who: - have a need to know for the Purpose; and - are bound by confidentiality obligations at least as protective as those in this Agreement. Each Party is responsible for any breach of this Agreement caused by its Representatives. 4. **No reverse engineering.** Neither Party will reverse engineer, decompile, or disassemble any tangible items embodying Confidential Information disclosed to it. ## 4 · Term and survival This Agreement applies to Confidential Information disclosed during the period beginning on the Effective Date and ending **two (2) years thereafter** (the "**Term**"), unless earlier terminated by either Party with thirty (30) days' written notice. The confidentiality obligations in Section 3 survive termination or expiration of this Agreement and continue for **three (3) years from the date of disclosure** of the relevant Confidential Information, except that information constituting trade secrets remains protected for as long as it qualifies as a trade secret under applicable law. ## 5 · Permitted disclosures A Receiving Party may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided that (where legally permitted) the Receiving Party: (a) gives the Disclosing Party prompt written notice of the required disclosure; (b) provides reasonable cooperation in any effort by the Disclosing Party to limit, contest, or seek protective treatment for the required disclosure; and (c) discloses only the portion of Confidential Information that is legally required. ## 6 · No license; no obligation to proceed This Agreement does not grant either Party any rights in the other's Confidential Information except the limited right to use it for the Purpose. Nothing in this Agreement obligates either Party to enter into any further business relationship, engagement, transaction, or agreement. ## 7 · Return or destruction Upon written request from the Disclosing Party, the Receiving Party will, at its option: (a) **return** all materials containing the Disclosing Party's Confidential Information in its possession or control; or (b) **destroy** such materials and certify destruction in writing. The Receiving Party may retain: - one archival copy retained by legal counsel solely for compliance and records-retention purposes; and - electronic copies created in the ordinary course of business systems backup and disaster recovery, provided that all such retained copies remain subject to the obligations of this Agreement. ## 8 · Remedies Each Party acknowledges that breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party is entitled to seek equitable relief (including injunctive relief and specific performance) in addition to any other remedies available at law or in equity. ## 9 · No conflict; CPES independence CPES confirms that, on engagement, it accepts no kickbacks, referral fees, or vendor commissions from third parties in connection with services provided to the Counterparty. Conflict screening is performed at the start of any engagement, and CPES will disclose any pre-existing relationship with a counterparty, supplier, or other third party that may be relevant to the Purpose. ## 10 · Governing law and jurisdiction This Agreement is governed by and construed in accordance with the laws of the **State of Florida**, without regard to conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in **Miami-Dade County, Florida**, for any disputes arising under or relating to this Agreement, and each Party waives any objection based on inconvenient forum. ## 11 · General provisions 1. **Entire agreement.** This Agreement constitutes the entire agreement between the Parties with respect to confidentiality of information disclosed for the Purpose, and supersedes prior or contemporaneous understandings on the subject. 2. **Modification.** Any modification or amendment must be in writing and signed (or electronically accepted) by both Parties. 3. **Severability.** If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it valid. 4. **No waiver.** No failure or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 5. **Assignment.** Neither Party may assign this Agreement, by operation of law or otherwise, without the other Party's prior written consent, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. 6. **Counterparts; electronic acceptance.** This Agreement may be executed in counterparts, each of which is deemed an original, and which together constitute one and the same instrument. Electronic acceptance, electronic signature, or signature transmitted by PDF or similar means has the same force and effect as a manual signature. 7. **Notices.** All notices under this Agreement must be in writing and sent to the addresses provided by the Parties (with email notice acceptable for routine matters and post or recognized overnight courier required for material legal notices). --- ## Signatures **Climate Positive Energy Solutions, Inc.** Signature: _____________________________________ Name: Farhan Shaukat Title: Founder & Principal Date: _________________________________________ --- **Counterparty** Signature: _____________________________________ Name: __________________________________________ Title: _________________________________________ Organization: __________________________________ Date: _________________________________________ --- *Document version: CPES Mutual NDA v1.0* *Last updated: [date of legal review]* *This template was prepared for use in early-stage advisory engagements and should be reviewed by counsel for any deviation from standard use.*