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INNOANSWERS AI HUB - ENTERPRISE MUTUAL NON-DISCLOSURE AGREEMENT (STANDARD FORM)
Document Identifier: IA-MNDA-2026-V3.8
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This Mutual Non-Disclosure Agreement ("Agreement") is entered into between:

PARTY A:
Innoanswers Corporation ("Innoanswers")
One World Trade Center, Floor 68
New York, NY 10007, United States

and

PARTY B:
The Client / Enterprise Counterparty ("Counterparty")

1. PURPOSE & ENGAGEMENT
The parties wish to explore a potential strategic business relationship concerning 
enterprise artificial intelligence systems engineering, sovereign LLM infrastructure,
data mesh architectures, and proprietary advisory engagements ("Authorized Purpose").

2. CONFIDENTIAL INFORMATION
"Confidential Information" refers to any proprietary technical data, trade secrets, 
source code, machine learning model weights, training datasets, latency benchmarks, 
business plans, financial terms, or strategic roadmaps disclosed by either party.

3. OBLIGATIONS OF RECEIVING PARTY
The receiving party agrees to:
a. Hold all Confidential Information in strict confidence with at least the degree 
   of care it uses to protect its own sensitive assets (minimum reasonable care).
b. Restrict disclosure exclusively to officers, directors, employees, and authorized
   advisors with a strict need-to-know basis.
c. Never train third-party public foundation models or exfiltrate private telemetry 
   from data provided during proof-of-value evaluations.

4. REGULATORY & STATUTORY COMPLIANCE
Both parties acknowledge strict compliance with applicable data protection and 
security standards, including:
- SOC 2 Type II controls
- HIPAA / HITECH / FDA 21 CFR Part 11 requirements
- SEC Rule 17a-4 and FINRA governance standards
- CMMC Level 3 / ITAR sovereign enclave protocols

5. TERM AND TERMINATION
This Agreement remains effective for two (2) years from disclosure. Confidential 
trade secrets and proprietary algorithmic weights shall survive termination 
in perpetuity.

6. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the State of New York, excluding 
conflict of laws principles.

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CONFIRMED AND MUTUALLY ACKNOWLEDGED
INNOANSWERS LEGAL & RISK GOVERNANCE PRACTICE
Office of the General Counsel: legal@innoanswers.com
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