MindLine, LLC Non-Disclosure Agreement
Please read the agreement, then sign at the bottom. It takes about two minutes. You will be able to download a signed copy.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (this “Agreement”) is made and entered into as of October 13, 2026 (“Effective Date”), by and between MindLine, LLC, a Washington limited liability company, including its affiliates and assigns (collectively, the “Company”) and the undersigned recipient (“Recipient”).
1. Definition of Confidential Information. “Confidential Information” as used in this Agreement shall mean any and all technical and nontechnical information, including trade secrets and proprietary information, inventions, know-how, processes, methods, techniques, algorithms, software, source code, product designs and specifications, research and development information, clinical and scientific information and data, intellectual property, regulatory and commercialization strategies, financial information, customer and prospective customer information, business forecasts, and marketing and business plans, in each case relating to the current, future, or proposed business, products, or services of Company. “Confidential Information” also includes the existence, status, and terms of discussions concerning a potential investment in Company, all other information of Company that reasonably should be understood to be confidential under the circumstances surrounding its disclosure, and proprietary or confidential information of any third party disclosed by or on behalf of Company.
2. Nondisclosure and Nonuse Obligations. Recipient agrees to use the Confidential Information solely for the purpose of evaluating, discussing, and negotiating a potential investment in Company (the “Permitted Purpose”) and will not use, reverse-engineer, disseminate, or disclose any Confidential Information for any other purpose without Company’s prior written consent. Recipient shall protect Confidential Information using the same degree of care Recipient uses to protect Recipient’s own confidential information of a similar nature, but in no event less than reasonable care. Recipient may disclose Confidential Information to Recipient’s attorneys, accountants, tax advisors, investment advisors, consultants, and other professional advisors who have a legitimate need to know such information for the Permitted Purpose (collectively, “Representatives”), provided that such Representatives are informed of the confidential nature of the Confidential Information and are subject to professional duties or other obligations of confidentiality at least as protective of the Confidential Information as those contained in this Agreement. Recipient shall be responsible for any breach of this Agreement by Recipient’s Representatives as if such breach were committed by Recipient. Recipient will promptly notify Company of any unauthorized use or disclosure of Confidential Information of which Recipient becomes aware and will reasonably cooperate with Company in remedying such unauthorized use or disclosure.
3. Exclusions from Nondisclosure and Nonuse Obligations. Recipient’s obligations under this Agreement shall not apply to any portion of Confidential Information that Recipient can document: (a) was publicly available when disclosed or thereafter becomes publicly available through no breach of this Agreement by Recipient or any Representative; (b) was rightfully in Recipient’s possession without restriction as to confidentiality before its disclosure by Company; (c) was independently developed by Recipient without use of or reference to Confidential Information; or (d) was rightfully received by Recipient from a third party without breach of any obligation of confidentiality owed to Company. If Recipient or any Representative is required by applicable law, regulation, subpoena, court order, or other legal process to disclose Confidential Information, Recipient may make such disclosure without violating this Agreement; provided that, to the extent legally permitted, Recipient shall give Company prompt written notice sufficient to permit Company to seek a protective order or other appropriate remedy, reasonably cooperate with Company in seeking such remedy, and disclose only that portion of the Confidential Information that Recipient is legally required to disclose.
4. Ownership and Return of Confidential Information. All Confidential Information shall remain the property of Company, and no license or other rights are granted or implied by this Agreement. Upon Company’s written request, Recipient shall promptly return or destroy all Confidential Information in Recipient’s possession or control and, upon request, confirm such destruction in writing; provided, however, that Recipient and Recipient’s Representatives may retain (a) copies required by applicable law, regulation, or bona fide document-retention policies and (b) Confidential Information contained in routine electronic backup or archival systems, in each case subject to the continuing confidentiality and nonuse obligations of this Agreement.
5. Protected Health and Personal Information. Company does not intend to disclose, and Recipient shall not request or knowingly access, any protected health information, individually identifiable patient information, clinical study participant identifiers, or other personal information subject to applicable health privacy or data protection laws, except as expressly authorized in writing by Company and subject to any additional agreement required by applicable law. Recipient shall promptly notify Company of any inadvertent receipt of such information and shall not use or further disclose such information except as directed by Company.
6. No Obligation to Proceed. Neither this Agreement nor the disclosure of Confidential Information obligates either party to enter into any transaction, continue discussions, or negotiate with the other party. No binding obligation with respect to any investment or other transaction will arise unless and until definitive written agreements are executed and delivered by the parties, and each party may discontinue discussions at any time for any reason.
7. No Warranty. Except as may be expressly provided in definitive written agreements relating to an investment in Company, Confidential Information is provided “AS IS,” and Company makes no representation or warranty, express or implied, as to the accuracy or completeness thereof. Recipient acknowledges that Recipient is responsible for conducting Recipient’s own independent evaluation of Company and any potential investment.
8. Injunctive Relief. Recipient acknowledges and agrees that monetary damages would not be a sufficient remedy for any breach of its obligations under this Agreement and that Company shall be entitled to injunctive relief as a remedy for any such breach by Recipient. Such remedy will not be deemed the exclusive remedy for a breach of Recipient’s obligations under this Agreement, but will be in addition to all other available legal and equitable remedies.
9. Term. This Agreement shall govern Confidential Information disclosed by Company during the three (3)-year period beginning on the Effective Date. Recipient’s obligations with respect to Confidential Information disclosed during such period shall continue for three (3) years following the date of disclosure; provided, however, that Recipient’s obligations with respect to any Confidential Information constituting a trade secret under applicable law shall continue for so long as such information remains a trade secret.
10. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when (a) delivered personally, (b) delivered by nationally recognized overnight courier, or (c) sent by email to the email address specified in the applicable signature block, provided the sender does not receive a notice of non-delivery. Either party may change its notice address by written notice to the other party.
11. Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
12. Binding Effect. This Agreement will benefit and be binding upon the parties and their respective successors and assigns.
13. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington without giving effect to any conflict of laws principles to the contrary. Venue for any disputes arising under this Agreement will lie exclusively in the state or federal courts located in King County, Washington. The parties irrevocably waive any right to raise forum non conveniens or any other argument that King County, Washington is not the proper venue, and irrevocably consent to personal jurisdiction in the state and federal courts of Washington.
14. Attorney Fees. The prevailing party in any action, suit or proceeding to enforce or interpret the terms of this Agreement will be entitled to recover its reasonable attorney fees and costs in such action and upon any appeals.
15. Non-Waiver; Modification. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power or remedy. No waiver or modification of any provision of this Agreement will be effective unless in writing and signed by both parties.
16. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written.
The parties have executed this Agreement as of the Effective Date.