NDA Template. Mutual or one-way.

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is made on October 21, 2026 (the “Effective Date”) between Cobalt Studio, LLC and Harbor & Pine, Inc. (each a “Party” and together the “Parties”).

The Parties want to share confidential information with each other for the purpose of exploring a possible business relationship (the “Purpose”). Each Party is the “Discloser” of the Confidential Information it shares and the “Recipient” of the Confidential Information it receives.

1. Confidential Information. “Confidential Information” means any non-public information the Discloser shares with the Recipient in connection with the Purpose, in any form, that is marked as confidential or that a reasonable person would understand to be confidential, including business, financial, technical, product, customer and personal information.

2. Exclusions. Confidential Information does not include information that the Recipient can show (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew, without a duty of confidentiality, before receiving it; (c) the Recipient receives from a third party who is free to share it; or (d) the Recipient develops independently without using the Confidential Information.

3. Use and Protection. The Recipient will (a) use the Confidential Information only for the Purpose; (b) not share it with anyone except its employees, contractors and professional advisers who need to know it for the Purpose and are bound by confidentiality duties at least as protective as this Agreement; and (c) protect it with at least the same care it uses for its own confidential information, and never less than reasonable care. The Recipient is responsible for any breach of this Agreement by the people it shares Confidential Information with.

4. Disclosure Required by Law. If a law, regulation or court order requires the Recipient to disclose Confidential Information, the Recipient may disclose only the part that is required, after giving the Discloser prompt written notice where the law allows, so that the Discloser can seek protection for it.

5. Return or Destruction. When the Discloser asks, or when the Purpose ends, the Recipient will promptly return or destroy the Confidential Information. The Recipient may keep copies it must keep by law or that are held in routine backups, and those copies remain subject to this Agreement.

6. Duration. The Recipient’s duties under this Agreement last for 3 years from the Effective Date. For any Confidential Information that is a trade secret, those duties last for as long as it remains a trade secret under applicable law.

7. Ownership. All Confidential Information remains the property of the Discloser. This Agreement gives the Recipient no license or other rights to it, except to use it for the Purpose.

8. No Obligation or Warranty. Nothing in this Agreement requires either Party to share any information or to enter into any further agreement. Confidential Information is provided “as is”, without any warranty.

9. Remedies. Unauthorized use or disclosure of Confidential Information may cause the Discloser harm that money alone cannot remedy, so the Discloser may seek an injunction or other equitable relief, in addition to any other remedies available by law.

10. Whistleblower Notice. Under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. Nothing in this Agreement prevents anyone from reporting a possible violation of law to a government agency.

11. Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules.

12. General. This Agreement is the entire agreement between the Parties about its subject and replaces any earlier understandings about it. It can be changed only in a writing signed by both Parties. If any part of it is found unenforceable, the rest remains in effect. Neither Party may assign this Agreement without the other Party’s written consent. This Agreement may be signed in counterparts and with electronic signatures, each of which counts as an original.

Signed by the Parties on the dates below.