Mutual Non-Disclosure Agreement

IMPORTANT — DRAFT FOR REVIEW. This template has not been reviewed by counsel. Have an attorney bless the final text before this site goes live.

This Non-Disclosure Agreement (the "Agreement") is entered into between Phalanx Nano (together with its affiliate anotherstory, the "Company") and the individual or entity identified by the signature submitted through this site (the "Recipient"), effective as of the date of signature.

1. Purpose

The Company wishes to share certain confidential and proprietary information with the Recipient solely for the purpose of evaluating a potential investment in or business relationship with the Company (the "Purpose"). This includes the Phalanx Nano investor materials and the Dermatryx wound-scaffold technology described therein.

2. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by the Company to the Recipient, in any form, including but not limited to: business plans, financial data and projections, the investor deck and its contents, product designs, formulations, manufacturing processes (including freeze-casting and lyophilization methods), regulatory strategy, clinical and pilot data, customer and partner information, and trade secrets — whether or not marked "confidential."

3. Obligations of the Recipient

The Recipient agrees to:

• Hold all Confidential Information in strict confidence and not disclose it to any third party without the Company's prior written consent.
• Use the Confidential Information solely for the Purpose and for no other reason.
• Protect the Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care.
• Not copy, reproduce, or distribute the Confidential Information except as necessary for the Purpose.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Recipient; (b) was rightfully known to the Recipient before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of the Confidential Information.

5. No License or Obligation

Nothing in this Agreement grants the Recipient any license or right to the Confidential Information except the limited right to use it for the Purpose. Nothing obligates either party to proceed with any transaction.

6. Term

The Recipient's confidentiality obligations under this Agreement survive for three (3) years from the date of disclosure, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.

7. Return or Destruction

Upon the Company's written request, the Recipient will promptly return or destroy all Confidential Information and any copies in its possession.

8. Governing Law

This Agreement is governed by the laws of the State of [STATE], without regard to its conflict-of-laws principles. [Placeholder — counsel to confirm jurisdiction and venue.]

9. Electronic Signature

By typing your name as your signature, checking the affirmation box, and submitting this form, you agree to be bound by this Agreement and acknowledge that your typed name constitutes a valid electronic signature under the U.S. ESIGN Act and applicable UETA. The Company records the date, time, IP address, and a cryptographic hash of the exact text of this Agreement as evidence of your assent.