Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into between K15 Labs, LLC ("K15 Labs") and [Client legal name] ("Client").

Each party may disclose Confidential Information to the other. The party disclosing information is the "Discloser." The party receiving it is the "Recipient."

Document type: Pre-engagement NDA. Parties: K15 Labs, LLC and [Client legal name].

The Recipient may use Confidential Information only to evaluate, discuss, prepare for, or perform a potential engagement between K15 Labs and the Client.

This includes technical review, codebase walkthroughs, environment review, staffing discussions, onboarding preparation, pricing discussions, and related pre-engagement diligence.

"Confidential Information" means non-public information disclosed by or on behalf of a Discloser, whether shared orally, visually, in writing, electronically, through system access, or by observation.

For the Client, Confidential Information may include:

• source code, repositories, branches, commits, pull requests, issues, tickets, and documentation;
• product plans, roadmaps, specifications, designs, customer data, user data, and internal business information;
• architecture, infrastructure, cloud accounts, CI/CD setup, deployment processes, credentials, access details, logs, security practices, and technical systems;
• internal standards, workflows, priorities, team information, commercial information, and operational context.

For K15 Labs, Confidential Information may include:

• pod structure, staffing model, pricing discussions, internal processes, training methods, delivery workflows, review standards, operating playbooks, tooling, documentation, candidate or team information, and business plans;
• any non-public details about how K15 Labs builds, manages, reviews, staffs, or operates its managed engineering pods.

Confidential Information does not need to be marked confidential to be protected under this Agreement.

Confidential Information does not include information that the Recipient can show:

1. is or becomes public through no breach of this Agreement;
2. was already known by the Recipient without a confidentiality obligation;
3. was lawfully received from a third party without restriction;
4. was independently developed without using or referring to the Discloser's Confidential Information.

The Recipient may use Confidential Information only for the Purpose.

The Recipient may share Confidential Information only with employees, contractors, advisors, legal counsel, accountants, or other representatives who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement.

For K15 Labs, this may include the Pod Owner, Technical Lead, AI-native developers, specialists, and operational staff involved in evaluating, preparing, or delivering the potential engagement.

The Recipient remains responsible for any breach of this Agreement by its representatives.

The Recipient will protect Confidential Information using at least reasonable care and no less care than it uses to protect its own confidential information of similar importance.

The Recipient will not:

• use Confidential Information for any purpose outside this Agreement;
• copy, export, download, scrape, or retain Confidential Information beyond what is reasonably needed for the Purpose;
• share credentials or access details except as authorized;
• access systems, repositories, environments, or accounts beyond the access expressly provided;
• perform security testing, vulnerability scanning, reverse engineering, or automated analysis unless separately approved in writing;
• remove, alter, or obscure ownership notices or confidentiality markings.

The Recipient will promptly notify the Discloser if it becomes aware of unauthorized access, use, loss, or disclosure of Confidential Information.

Client code, repositories, accounts, environments, data, and systems remain the Client's property.

K15 Labs receives no ownership rights in the Client's code, accounts, data, systems, or materials under this Agreement.

Any production access, write access, administrative access, deployment rights, or account-level permissions must be separately approved by the Client.

K15 Labs' methods, workflows, internal documents, training materials, processes, review standards, pod operating model, staffing approach, tooling, templates, and business materials remain K15 Labs' property.

The Client receives no ownership rights in K15 Labs' materials under this Agreement.

If the Recipient is required by law, court order, regulator, or similar legal process to disclose Confidential Information, the Recipient may do so only to the extent required.

Where legally permitted, the Recipient will give the Discloser prompt notice before disclosure so the Discloser may seek protection or limit the disclosure.

Upon written request, the Recipient will return or destroy the Discloser's Confidential Information in its possession or control.

The Recipient may retain copies only to the extent required for legal, regulatory, audit, backup, or compliance purposes. Any retained copies remain subject to this Agreement.

This Agreement starts on the date it is signed or otherwise accepted by both parties.

Confidentiality obligations apply for two (2) years from the date the relevant Confidential Information is disclosed.

Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

No license, assignment, ownership right, intellectual property right, or other right is granted except the limited right to use Confidential Information for the Purpose.

This Agreement does not require either party to proceed with an engagement, enter into a services agreement, disclose information, provide access, or continue discussions.

The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause harm that money alone may not fully remedy.

The Discloser may seek injunctive relief, specific performance, damages, and any other remedy available under applicable law.

This Agreement does not create a partnership, joint venture, employment, franchise, fiduciary, or agency relationship.

Neither party may assign this Agreement without the other party's written consent, except to an affiliate or successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets.

If any part of this Agreement is unenforceable, the rest remains in effect.

This Agreement is governed by the law stated in the cover sheet or signature block. Disputes will be resolved in the courts stated in the cover sheet or signature block.

This Agreement is the entire agreement between the parties regarding Confidential Information shared for the Purpose and replaces any prior confidentiality discussions or understandings about that subject.