NDA

Non-Disclosure Agreement (NDA) for the xEarnDAO

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [date] by and between [Party A], a member of the xEarnDAO, and [Party B], an individual or entity that has access to confidential information regarding the xEarnDAO (collectively referred to as the "Parties").

Purpose The Parties intend to explore, evaluate and discuss potential business opportunities related to the xEarnDAO, which may involve the disclosure of confidential information by one Party to the other.

Definition of Confidential Information For purposes of this Agreement, "Confidential Information" shall mean any and all information that is disclosed or made available by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether in writing, orally, electronically or otherwise, that is designated as confidential or that the Receiving Party knows or should know, based on the circumstances surrounding the disclosure, is considered confidential by the Disclosing Party. Confidential Information includes, but is not limited to, any and all information related to the xEarnDAO's business, operations, technology, intellectual property, financial data, member information, and any other information that the Disclosing Party considers confidential.

Obligations of Receiving Party The Receiving Party agrees to hold all Confidential Information in confidence and not to disclose, copy, distribute, reproduce, reverse engineer or otherwise use or exploit any Confidential Information, except as required by law or as authorized in writing by the Disclosing Party. The Receiving Party shall use the same degree of care, but no less than reasonable care, to prevent the unauthorized use, disclosure, or dissemination of the Confidential Information as it uses to protect its own confidential information of a similar nature. The Receiving Party agrees to promptly notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information.

Exclusions from Confidential Information This Agreement imposes no obligation upon the Receiving Party with respect to any Confidential Information that:

(a) was in the Receiving Party's possession before receipt from the Disclosing Party;

(b) is or becomes a matter of public knowledge through no fault of the Receiving Party;

(c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality;

(d) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or

(e) is disclosed by the Disclosing Party to a third party without a duty of confidentiality on the third party.

Limitations on Freedom of Expression The Receiving Party shall not use any Confidential Information in a manner that would constitute hate speech or that would otherwise violate the laws of any applicable jurisdiction. The Parties acknowledge and agree that freedom of expression is subject to limitations in the interest of the protection of the rights of others and the public interest, and that this NDA is subject to such limitations.

Term and Termination This Agreement shall remain in effect until the earlier of [insert duration] or written agreement of the Parties. The obligations of confidentiality and non-use shall survive the termination of this Agreement for a period of [insert duration]. The Receiving Party's obligation of confidentiality and non-use shall not be affected by bankruptcy, insolvency, or cessation of business by the Receiving Party.

Remedies The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party, and therefore the Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement, in addition to any other legal remedies available.

Governing Law and Jurisdiction

This NDA shall be binding upon and inure to the benefit of the Parties and their respective affiliates, successors, and assigns.

This NDA contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements between the Parties. This NDA may not be amended or modified except in writing signed by both Parties.

This NDA shall be governed by and construed in accordance with the laws of the state of Wyoming, without giving effect to its conflicts of law provisions.

Any disputes arising out of or in connection with this NDA shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Wyoming and shall be conducted in the English language.

IN WITNESS WHEREOF, the Parties have executed this NDA as of the date first written above.

Disclosing Party: [Name of Party]

By: ________________________ [Name and Title]

Receiving Party: xEarnDAO

By: ________________________ [Name and Title]

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