Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date] between SimLeague HQ (PlaySimLeague.com) (the "Company") and [Investor Name] (the "Investor").

1. 1. Purpose

   The parties wish to discuss a potential investment in or financing of the Company (the "Purpose"). Each party may disclose Confidential Information to the other solely for the Purpose.

2. 2. Confidential Information

   Means all non-public information disclosed in any form, including financial statements, projections, cap table, fundraising terms, pitch decks, the executive memorandum, data room contents, product roadmap, source code, the Screen OCR pipeline, Sim-Index algorithms and calibration data, hardware integration methods, and venue, player and sponsor data.

3. 3. Exclusions

   Confidential Information does not include information that (a) is or becomes public through no fault of the recipient; (b) was lawfully known to the recipient before disclosure; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Confidential Information.

4. 4. Obligations

   The recipient will use Confidential Information only for the Purpose, protect it with at least reasonable care, and share it only with its partners, employees, advisors and co-investors who need to know it and are bound by equivalent confidentiality duties.

5. 5. Data Room & Links

   Access credentials and shareable data room links are personal to the recipient and may not be forwarded. Downloaded or printed materials remain subject to this Agreement.

6. 6. Portfolio Companies

   The Company acknowledges the investor may evaluate or invest in similar businesses. Nothing here restricts such activity, provided no Confidential Information is used or disclosed.

7. 7. Non-Solicitation

   For 12 months, the investor will not directly solicit for employment any Company employee met through the Purpose, excluding general advertisements.

8. 8. Return or Destruction

   On written request, the recipient will promptly return or destroy Confidential Information, except copies retained under routine backup or legal/regulatory requirements, which remain confidential.

9. 9. No Obligation

   This Agreement does not obligate either party to proceed with any investment or transaction. All information is provided "as is" without warranty.

10. 10. Term

    This Agreement lasts two (2) years from the Effective Date; obligations for trade secrets survive as long as they remain trade secrets.

11. 11. Remedies & Law

    Unauthorized disclosure may cause irreparable harm, entitling the discloser to seek injunctive relief. This Agreement is governed by the laws of the State of Delaware.