NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

1. PARTIES. This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into by and between Acme Corp, a Delaware corporation ("Company"), and John Doe ("Recipient"), effective as of January 1, 2024.

2. DEFINITION OF CONFIDENTIAL INFORMATION. "Confidential Information" shall mean any and all information disclosed by Company to Recipient, whether in written, oral, electronic, or other form, including but not limited to: trade secrets, business plans, customer lists, financial data, product designs, source code, marketing strategies, employee information, and any other information that a reasonable person would understand to be confidential. Confidential Information also includes all information conveyed verbally that is identified as confidential at the time of disclosure, whether or not subsequently reduced to writing.

3. CONFIDENTIALITY OBLIGATIONS. Recipient agrees to hold all Confidential Information in strict confidence and shall not disclose, copy, distribute, or use any Confidential Information for any purpose other than as expressly authorized by Company in writing. Recipient shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of like nature, but in no event less than reasonable care.

4. NON-COMPETITION. For a period of eighteen (18) months following the termination of this Agreement, Recipient shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or otherwise provide services to any business that is competitive with the business of Company, anywhere in the world.

5. INTELLECTUAL PROPERTY ASSIGNMENT. Recipient hereby irrevocably assigns and agrees to assign to Company all right, title, and interest in and to any and all inventions, discoveries, improvements, works of authorship, trade secrets, and other intellectual property conceived, created, or reduced to practice by Recipient, whether alone or with others, during the term of this Agreement and for a period of one (1) year after its termination, regardless of whether such intellectual property was created on Recipient's own time or using Recipient's own equipment.

6. DISPUTE RESOLUTION AND ARBITRATION. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The parties expressly waive any right to a trial by jury and waive the right to participate in any class action or representative proceeding.

7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties agree that any legal action shall be brought exclusively in the federal or state courts located in New York County, New York.

8. TERM AND AUTO-RENEWAL. This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year. Thereafter, this Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

9. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, and agreements, whether written or oral.