VibeRides

NON-DISCLOSURE AGREEMENT

Mutual Confidentiality Agreement

This Non-Disclosure Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between:

DISCLOSING PARTY:

LIONZMEN Services

Operating the VibeRides luxury transportation platform

Contact: partnerships@lionzmenservices.com

AND

RECEIVING PARTY:

Name/Entity:

Address:

Email:

(Each a "Party" and collectively the "Parties")

RECITALS

WHEREAS, the Parties wish to explore a potential business relationship concerning the VibeRides luxury transportation platform, venue partnerships, marketing collaborations, and related business opportunities (the "Purpose");

WHEREAS, in connection with the Purpose, each Party may disclose to the other Party certain confidential and proprietary information; and

WHEREAS, the Parties desire to protect the confidentiality of such information.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or in any other form, including but not limited to:

Business plans, strategies, and models
Marketing plans, customer lists, and venue partnerships
Financial information, pricing structures, and revenue models
Technology platform details, software, and algorithms
Driver networks, vehicle fleet information, and operational processes
Trade secrets, proprietary information, and know-how
Any information marked as "Confidential" or that would reasonably be considered confidential

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that:

Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
Was rightfully in the Receiving Party's possession prior to disclosure;
Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation;
Is independently developed by the Receiving Party without use of or reference to the Confidential Information.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to:

Hold and maintain the Confidential Information in strict confidence;
Not disclose the Confidential Information to any third parties without prior written consent;
Not use the Confidential Information for any purpose other than the Purpose;
Protect the Confidential Information with the same degree of care used to protect its own confidential information, but in no event less than reasonable care;
Limit access to the Confidential Information to employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. COMPELLED DISCLOSURE

If the Receiving Party is compelled by law, court order, or government authority to disclose any Confidential Information, the Receiving Party shall: (a) provide the Disclosing Party with prompt written notice of such requirement; (b) cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.

5. NO LICENSE OR OWNERSHIP TRANSFER

Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to the Confidential Information, except as expressly set forth herein. All Confidential Information remains the sole property of the Disclosing Party.

6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon written request by the Disclosing Party, or upon termination of discussions between the Parties, the Receiving Party shall promptly return or destroy all Confidential Information (including all copies, notes, and derivatives thereof) and certify in writing that it has done so.

7. TERM

This Agreement shall remain in effect for a period of three (3) years from the Effective Date. The obligations of confidentiality shall survive termination of this Agreement for an additional period of two (2) years.

8. NO OBLIGATION TO PROCEED

This Agreement does not obligate either Party to proceed with any transaction or relationship, nor does it create any partnership, joint venture, agency, or employment relationship between the Parties.

9. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

10. MISCELLANEOUS

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of law principles.

10.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings.

10.3 Amendment: This Agreement may only be amended or modified by a written agreement signed by both Parties.

10.4 Waiver: No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision.

10.5 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.6 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.

DISCLOSING PARTY (LIONZMEN Services):

Authorized Signature

Date

Name and Title (Printed)

RECEIVING PARTY:

Authorized Signature

Date

Name and Title (Printed)

LIONZMEN Services | VibeRides Platform

partnerships@lionzmenservices.com