# Mutual Non-Disclosure Agreement — Template > **Canonical status note (2026-04-20):** Treat any "CIP" wording in this document as legacy shorthand for a counsel-reviewed follow-on application. The asset is a broad screened portfolio plus Phase 5 system stack, not a five-fluid or single-fluid claim. External wording should follow `docs/CANONICAL_EXTERNAL_LANGUAGE_2026-04-19.md` and `docs/PORTFOLIO_PLATFORM_FRAMING_2026-04-20.md`. > **DRAFT TEMPLATE — NOT LEGAL ADVICE.** This document is a starting-point template prepared for Viva Med (Cooling Fluid 10.0 program) covering buyer due-diligence distribution of technical materials. **It must be reviewed and customized by qualified counsel in the applicable jurisdiction before any execution.** Specific party names, governing-law elections, term lengths, IP-carve-out scopes, and remedies must be confirmed by an attorney. Viva Med provides this template as a structural starting point only; do not sign or counter-sign this document as-is. **Document:** NDA_TEMPLATE.md **Authority:** MASTER_PLAN Plan 2 WS-6 task **T-6.2**. **Date drafted:** 2026-04-17. **Intended use:** mutual NDA for prospective licensee / acquirer access to non-public Cooling Fluid 10.0 technical materials (`data_room/`, internal dossiers, un-published experimental results). --- ## §1. Parties This Mutual Non-Disclosure Agreement (the "**Agreement**") is entered into as of the date of the last signature below (the "**Effective Date**") by and between: - **Viva Med** (and its affiliates under common control) — a [STATE / JURISDICTION TBD] entity whose principal place of business is [ADDRESS TBD], acting through its authorized representative Nicholas Harris (nharris@vivamed.com). - **[RECIPIENT / DISCLOSER B]** — a [STATE / JURISDICTION TBD] entity whose principal place of business is [ADDRESS TBD], acting through its authorized representative [NAME / TITLE / EMAIL TBD]. Each of Viva Med and the second party is referred to herein as a "**Party**", and collectively as the "**Parties**". This Agreement is mutual — either Party may act as Discloser or Recipient with respect to information it shares. --- ## §2. Confidential Information For purposes of this Agreement, "**Confidential Information**" means any non-public information disclosed by one Party (the "**Discloser**") to the other (the "**Recipient**"), in any form (written, oral, electronic, demonstration, physical sample), that is either (a) marked or labeled as confidential, proprietary, or equivalent at the time of disclosure, or (b) disclosed orally and identified as confidential at the time of disclosure with written confirmation within thirty (30) days, or (c) by its nature and the circumstances of disclosure a reasonable person in the Recipient's position would understand to be confidential. **Scope examples — Viva Med's Confidential Information includes without limitation:** - Non-public technical files within the `data_room/` directory as distributed (including but not limited to `MASTER_RANKINGS.md`, `CANONICAL_INVENTORY_FINAL.json`, `corrected_fom_nist.json`, `UQ_STRATIFIED_ANALYSIS.md`, `DSIGMA_DEFINITION.md`, `PATENT_RECONCILIATION.md`, the dossier documents, and any sub-files identified therein). - Pre-publication Bayesian GP + MD discovery results for post-filing chemistries (including but not limited to Pent+GBL and Pent+PC compositions and any dependent or derived data). - The contents of `docs/CIP_FILING_PACKET.md`, which is a pre-filing patent-strategy document and contains subject matter that has not yet been publicly disclosed. - Wetlab protocol details (`docs/SHAKE_FLASK_RFQ_SOP_18_CANDIDATES_2026-04-24.md`, blocked later-stage work orders, supplier notes, unpublished tolerances). - Cost models, roadmaps, buyer target lists, and pricing / licensing-term proposals. **Scope exclusions — the following are *not* Confidential Information, regardless of medium of disclosure:** - Information that is or becomes publicly available through no breach of this Agreement by the Recipient. - Information the Recipient already rightfully possessed prior to disclosure, as demonstrable by the Recipient's contemporaneous written records. - Information that the Recipient independently develops without use of the Discloser's Confidential Information, as demonstrable by contemporaneous written records. - Information rightfully received by the Recipient from a third party not under confidentiality obligation. - **Publicly available patent filings of either Party**, including (for Viva Med) PROV-001 / PROV-002 / PROV-003 as filed on 2026-01-29 and any published continuations thereof, which are public record and therefore not Confidential Information under this Agreement. - **Content published by either Party on a public-facing website or in a public press release**, as and when such publication occurs. --- ## §3. Permitted Use Recipient shall use the Discloser's Confidential Information solely for the purpose of evaluating a potential commercial transaction between the Parties (including licensing, acquisition, partnership, or joint-venture) (the "**Evaluation Purpose**"). Recipient shall not use Confidential Information for any other purpose, including without limitation: (a) production, manufacture, or commercial exploitation; (b) reverse engineering of compositions, methods, or systems disclosed; (c) filing patent applications claiming subject matter derived from the Confidential Information (see §8); (d) training of machine-learning models on the Confidential Information; (e) disclosure to competitors of either Party. --- ## §4. Permitted Disclosures Recipient may disclose Confidential Information only to: (a) its employees, directors, officers, and contractors who (i) have a demonstrable need to know in connection with the Evaluation Purpose, and (ii) are bound by confidentiality obligations materially equivalent to those in this Agreement; (b) its outside counsel, accountants, and professional advisors who are bound by professional duties of confidentiality; (c) actual or prospective sources of financing evaluating the transaction, subject to equivalent confidentiality obligations; (d) as required by applicable law, regulation, court order, or subpoena, provided that the Recipient (i) gives the Discloser prompt written notice (where legally permissible) before disclosure, (ii) cooperates with the Discloser's efforts to seek a protective order or equivalent, and (iii) discloses only the portion of Confidential Information legally required. Recipient remains liable for breach of this Agreement by any of its representatives receiving disclosure under this §4. --- ## §5. Term and Survival The obligations of confidentiality and limited use under this Agreement shall commence on the Effective Date and shall continue for **three (3) years thereafter** (the "**Term**"), except that Confidential Information that qualifies as a trade secret under applicable law shall remain protected as a trade secret for so long as it qualifies, which may exceed the three-year Term. Either Party may terminate this Agreement at any time upon thirty (30) days' written notice to the other. Termination does not relieve Recipient of its confidentiality obligations with respect to Confidential Information disclosed prior to termination. --- ## §6. Return or Destruction of Confidential Information Upon the earlier of (a) written request by the Discloser, (b) termination of this Agreement, or (c) completion of the Evaluation Purpose, the Recipient shall within thirty (30) days, at Discloser's election: (a) return to the Discloser all Confidential Information in tangible form and all copies thereof; or (b) destroy all Confidential Information in the Recipient's possession or control (including electronic copies and derivative works) and certify in writing to the Discloser that such destruction has occurred. Recipient may retain (i) one archival copy with its legal-compliance function for the sole purpose of demonstrating compliance with this Agreement, and (ii) routine electronic back-ups that are inaccessible to operational personnel, provided that such retained copies remain subject to this Agreement indefinitely. --- ## §7. No License; No Warranty; No Obligation to Proceed **No license granted.** Nothing in this Agreement, and no disclosure of Confidential Information pursuant to this Agreement, grants the Recipient any license, right, or interest (express or implied) in any patent, copyright, trademark, trade secret, or other intellectual-property right of the Discloser. Any such rights shall be the subject of a separate written agreement. **No warranty.** Confidential Information is provided "**AS IS**" without warranty of any kind, express or implied, including but not limited to warranties of accuracy, completeness, merchantability, fitness for a particular purpose, or non-infringement. The Discloser shall not be liable for decisions the Recipient makes in reliance on Confidential Information. **No obligation to proceed.** Neither Party is obligated to enter into any further business relationship by virtue of this Agreement. Either Party may, at its sole discretion and without liability, terminate evaluation and decline to enter into any further agreement. --- ## §8. IP Carve-Outs and Non-Use for Patent Filing During the Term and for a period of **two (2) years** following its expiration or termination, the Recipient shall not file, or cause or assist any third party to file, any patent application (or equivalent intellectual-property filing) that claims any subject matter substantially derived from the Discloser's Confidential Information. This §8 does not restrict the Recipient from filing on independently-developed subject matter (subject to §2 evidence requirements). Any patent filing made in breach of this §8 shall, at the Discloser's election, either (a) be assigned to the Discloser, or (b) be subject to a perpetual, royalty-free, worldwide license to the Discloser, in addition to other remedies available under §10. **Special note regarding Viva Med's post-filing discoveries.** As of the Effective Date, Viva Med is preparing a counsel-reviewed follow-on patent strategy covering post-filing chemistry discoveries identified in `docs/CIP_FILING_PACKET.md` (hard-bar target 2027-01-29; filename uses legacy shorthand). Recipient acknowledges that any disclosure of follow-on-candidate subject matter (including Pent+GBL and Pent+PC compositions) by the Recipient to any third party, or by public disclosure, may trigger 35 U.S.C. §102(b) consequences adverse to Viva Med. Recipient therefore agrees to treat such material with heightened care and not to publish, present, or otherwise disclose it to any third party (other than under §4) without Viva Med's prior written consent. --- ## §9. Governing Law, Jurisdiction, and Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of the **[GOVERNING-LAW STATE / COUNTRY TBD]**, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in **[VENUE TBD]** for any action arising out of or relating to this Agreement, except that either Party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent or remedy actual or threatened breach. **Injunctive relief.** The Parties acknowledge that monetary damages may be inadequate for breach of this Agreement and that the Discloser is entitled to seek injunctive or other equitable relief without posting bond, in addition to any other remedies available at law or in equity. **Notice.** Any notice required under this Agreement shall be in writing and delivered to the addresses set forth in §1, or to such other address as the recipient Party may designate in writing. --- ## §10. General Provisions **Entire agreement.** This Agreement constitutes the entire understanding of the Parties regarding the confidential handling of information disclosed hereunder and supersedes all prior or contemporaneous written or oral agreements on that subject. **Amendment.** This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. **No assignment.** Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in connection with a merger, acquisition, or sale of substantially all its assets, provided that the successor agrees in writing to be bound by all terms hereof. **Severability.** If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. **Waiver.** No waiver of any breach of this Agreement shall be construed as a waiver of any subsequent breach. A waiver is effective only if in writing and signed by the waiving Party. **Counterparts and electronic signature.** This Agreement may be executed in counterparts (including PDF or electronic signature), each of which shall be deemed an original and which together shall constitute one and the same instrument. --- ## §11. Execution **Viva Med** By: ___________________________________ Name: Nicholas Harris Title: [TITLE TBD] Date: ___________ **[RECIPIENT / DISCLOSER B]** By: ___________________________________ Name: __________________________________ Title: __________________________________ Date: ___________ --- ## §12. Template metadata (remove before execution) - **Template owner:** Viva Med / nharris@vivamed.com. - **Template version:** 2026-04-17-v1 (initial draft, MASTER_PLAN T-6.2). - **Must customize before use:** §1 party details, §5 term length, §8 carve-out period, §9 governing law and venue, §11 titles and dates. - **Must delete before use:** the opening DRAFT TEMPLATE banner, this §12 metadata section, and any [TBD] placeholders (replace with finalized values). - **Counsel review required** for: §5 term (3-year default may not fit all buyer types), §8 2-year carve-out post-Term (may need extension for follow-on-candidate chemistry), §9 governing law (state-specific enforcement varies), §7 warranty disclaimer (jurisdiction-specific). - **Related files:** `docs/CIP_FILING_PACKET.md` (referenced in §8), `data_room/MANIFEST.md` (defines the scope of "Confidential Information" in §2), `DOSSIER_LICENSEE.md` (distributed under this NDA). --- **End of NDA template. Do not file or counter-sign without counsel review.**