Mutual Non-Disclosure Agreement

1. Definition of Confidential Information

"Confidential Information" means all non-public, proprietary, or sensitive information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by inspection of tangible objects, including without limitation:

• Business & Financial Data: Business plans, financial information, customer lists, pricing structures, vendor data, and marketing strategies.
• Technical & System Data: Software architecture, source code, API specifications, system prompts, AI model parameters, database schemas, security reports, and algorithms.
• Knowledge & Conversation Data: Proprietary documents, operational manuals, FAQs, conversation transcripts (LINE, Meta, Web Widget, etc.), customer profile attributes, and personal data.
• Evaluation Results: Test metrics, proof-of-concept outcomes, benchmarking analyses, and meeting minutes relating to the Authorized Purpose.

2. Exclusions from Confidential Information

Confidential Information does not include information that Receiving Party can demonstrate by documented evidence:

1. Was already in Receiving Party's lawful possession without confidentiality obligations prior to disclosure;
2. Is or becomes publicly known through no breach of this Agreement by Receiving Party;
3. Was lawfully received by Receiving Party from a third party free of confidentiality restrictions;
4. Was independently developed by Receiving Party without reference to or reliance upon Disclosing Party's Confidential Information; or
5. Is explicitly released in writing by Disclosing Party from confidentiality obligations.

3. Non-Disclosure & Duty of Care

1. Standard of Care: Receiving Party shall exercise at least the same degree of care to protect Disclosing Party's Confidential Information as it uses to protect its own confidential information of like importance, but no less than a reasonable degree of care.
2. Need-to-Know Access: Receiving Party shall restrict access to Confidential Information strictly to its employees, directors, affiliates, professional advisors (legal, financial), and authorized contractors who have a legitimate need to know for the Authorized Purpose and who are bound by confidentiality obligations at least as restrictive as those herein.
3. AI & Multi-Tenant Guarantees: Party B explicitly covenants that documents and conversation data uploaded by Party A shall be cryptographically encrypted and logically partitioned in accordance with the Orange AI Security Policy, and shall never be utilized to train or fine-tune public foundation AI models.

4. Limitations on Use & Intellectual Property

1. Use Restriction: Receiving Party shall use Confidential Information solely in furtherance of the Authorized Purpose and shall not copy, distribute, reverse engineer, decompile, or commercialize any Confidential Information without prior written authorization.
2. No Intellectual Property Transfer: Disclosure of Confidential Information shall not be construed as granting, by implication, estoppel, or otherwise, any license, title, or rights under any patent, trademark, copyright, or trade secret. All rights remain strictly vested in Disclosing Party.

5. Compelled Disclosures

If Receiving Party is compelled by applicable law, judicial order, or regulatory body to disclose any Confidential Information, Receiving Party shall provide prompt written notice to Disclosing Party (to the extent legally permissible) to enable Disclosing Party to seek an appropriate protective order or legal remedy. Receiving Party shall disclose only that portion of Confidential Information legally required.

6. Return or Destruction of Confidential Materials

Upon written request of Disclosing Party or upon termination of the evaluation period, Receiving Party shall within thirty (30) days either return all tangible Confidential Information or permanently delete and safely destroy all electronic copies, certifying such destruction in writing upon request. Receiving Party may retain archived copies strictly as required by applicable laws or routine automated disaster recovery backups, subject to ongoing confidentiality protections.

7. Term and Survival

This Agreement shall remain in effect for a period of three (3) years from the Effective Date. The confidentiality obligations herein with respect to any disclosed Confidential Information shall survive for five (5) years following the date of disclosure; provided that for any information constituting a legal Trade Secret, obligations shall survive perpetually until such information loses its trade secret status through no fault of Receiving Party.

8. Remedies and Injunction

The parties acknowledge that any unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages alone would be inadequate. In addition to any other remedies available at law, Disclosing Party shall be entitled to seek immediate injunctive relief, specific performance, and other equitable remedies without the necessity of posting bond.

9. General Provisions

1. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior discussions, understandings, or agreements.
2. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
3. Modifications: Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of China (Taiwan). The parties irrevocably submit to the exclusive jurisdiction of the Taiwan Taipei District Court as the court of first instance for any dispute arising out of or in connection with this Agreement.