NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement ("Agreement") is entered into as of today (the "Effective Date") by and between:

Disclosing Party: All-Star Sports LLC, with a principal address at 11473 Santini Lane Porter Ranch, CA 91326 (hereinafter referred to as "Disclosing Party")

and

Receiving Party: Company name specified below with a principal address as specified below (hereinafter referred to as "Receiving Party") including all of its employees and contractors

Collectively referred to as the "Parties."

1. Purpose
The Disclosing Party intends to disclose certain proprietary and confidential information, including but not limited to 3D models, technical drawings, CAD files, product specifications, manufacturing instructions, and prototypes (collectively, "Confidential Information") to the Receiving Party for the sole purpose of evaluating and/or engaging in 3D printing, prototyping, and manufacturing services.

2. Confidential Information
For purposes of this Agreement, "Confidential Information" includes all non-public, proprietary, or confidential information whether disclosed orally, in writing, electronically, or through physical inspection, that is identified by the Disclosing Party as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation:

Product and component designs
3D model files (e.g., STL, OBJ, CAD)
Production techniques and processes
Business plans, pricing models, or strategies
Any notes, summaries, or reproductions made by the Receiving Party based on the above
3. Obligations of Receiving Party
The Receiving Party agrees to:

Maintain the confidentiality of all Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care
Not disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party
Use Confidential Information solely for the purpose described in Section 1
Not reverse engineer, disassemble, or reproduce any design or product concept without written permission
Restrict access to Confidential Information only to employees, contractors, or affiliates who have a strict need to know and are bound by similar confidentiality obligations
4. Exclusions from Confidential Information
Confidential Information does not include information that:

Is or becomes publicly available through no breach of this Agreement by the Receiving Party
Is rightfully obtained by the Receiving Party from a third party without restriction
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information
Is disclosed with prior written approval from the Disclosing Party
5. Term and Termination
This Agreement shall remain in effect for a period of three (3) years from the Effective Date, or until such time as the Confidential Information no longer qualifies as confidential.

The Receiving Party’s duty to maintain the confidentiality of Confidential Information shall survive the termination or expiration of this Agreement.

6. Return or Destruction of Materials
Upon termination of the Agreement or upon request by the Disclosing Party, the Receiving Party agrees to promptly return or destroy all documents, materials, prototypes, and data containing Confidential Information.

7. No License or Ownership
Nothing in this Agreement shall be construed as granting any license, right, or ownership interest in the Confidential Information or any intellectual property rights of the Disclosing Party.

8. Remedies
The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available under law or equity.

9. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to conflict of law principles. Any disputes arising from or related to this Agreement shall be brought exclusively in the courts located in the state of CA.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter herein and supersedes all prior agreements, understandings, or representations. Any amendments must be in writing and signed by both Parties.

Signing below constitutes a fully executed agreement, as the Disclosing Party has already signed this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date

Disclosing Party:

All-Star Sports LLC

Date: May 26,2025

 

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