You've been invited to Nurvia — Seed Round

MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the "Agreement") is entered into between Nurvia, Inc., a Delaware corporation ("Nurvia"), and the individual or entity accessing these materials (the "Receiving Party", and together with Nurvia, the "Parties"). By clicking to accept, the Receiving Party agrees to be bound by the terms below effective as of the date of acceptance. 1. Confidential Information. "Confidential Information" means all non-public information disclosed by either Party through this data room or otherwise in connection with the Purpose, whether written, electronic, or oral, including business plans, financial statements and projections, capitalization information, product roadmaps, technical documentation, customer and pipeline information, and the existence and status of the Parties' discussions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was lawfully known to the Receiving Party before disclosure, (c) is lawfully received from a third party without restriction, or (d) is independently developed without use of the disclosing Party's Confidential Information. 2. Permitted Use. The Receiving Party shall use Confidential Information solely for the purpose of evaluating a potential investment in, or commercial relationship with, Nurvia (the "Purpose") and for no other purpose whatsoever. 3. Non-Disclosure. The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose it to any third party, except to its officers, employees, and professional advisers who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party remains responsible for any breach by such persons. 4. No Reproduction or Distribution. The Receiving Party shall not copy, photograph, download, print, or otherwise reproduce or distribute any materials made available through this data room except as expressly permitted by Nurvia in writing or by the functionality Nurvia deliberately enables within the data room itself. 5. Return or Destruction. Upon Nurvia's written request, or upon conclusion of the Parties' discussions, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, and derivative materials, and shall certify such destruction upon request. Access to this data room may be revoked by Nurvia at any time. 6. No License; No Warranty. All Confidential Information remains the property of the disclosing Party. Nothing in this Agreement grants the Receiving Party any license or other right, by implication or otherwise, under any intellectual property of the disclosing Party. Confidential Information is provided "as is", without any warranty of accuracy or completeness. 7. No Obligation to Proceed. Nothing in this Agreement obligates either Party to proceed with any investment, transaction, or business relationship, and either Party may terminate discussions at any time for any reason. This Agreement does not constitute an offer to sell securities. 8. Term. The obligations of confidentiality under this Agreement shall commence on the date of acceptance and continue for a period of two (2) years thereafter, provided that obligations with respect to trade secrets shall survive for as long as such information remains a trade secret under applicable law. 9. Remedies. The Receiving Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy, and agrees that the disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law. 10. Governing Law; Entire Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and may be amended only in a writing signed by both Parties. Acceptance is recorded together with the accepting party's name, email address, IP address, and user agent.