NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into as of December 6, 2025 by and between:
Disclosing Party: Nomi Health, a Washington corporation, having its principal place of business at Seattle, Washington ("Nomi Health"); and
1. Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by Nomi Health to Receiving Party—whether oral, written or electronic—including—but not limited to—data, business plans, technology, roadmaps, designs, prototypes, customer lists, pricing, marketing strategies, financials and ideas.
2. Exclusions
Confidential Information does not include information that:
- Is or becomes publicly known through no fault of Receiving Party;
- Was already known by Receiving Party (with written proof) before disclosure;
- Is rightfully received from a third party without breach of any obligation;
- Is independently developed by Receiving Party without use of Nomi Health's Confidential Information.
3. Obligations
Receiving Party shall:
- Hold Confidential Information in strict confidence;
- Use it only to evaluate or pursue a business relationship with Nomi Health;
- Not disclose it to any third party except employees or contractors who need to know, provided they are bound by confidentiality no less restrictive than this Agreement;
- Protect it with at least the same degree of care as Receiving Party uses to protect its own confidential information, but in no event less than reasonable care.
4. Term
This Agreement begins on the Effective Date and continues for three (3) years thereafter, except that obligations with respect to trade secrets survive for so long as such information remains a trade secret under applicable law.
5. Return or Destruction
Upon Nomi Health's written request, Receiving Party will promptly return or destroy all materials containing Confidential Information and certify in writing that it has done so.
6. No License or Warranty
Nothing in this Agreement grants any license to intellectual property. All Confidential Information is provided "AS IS" without warranty.
7. Remedies
Receiving Party acknowledges that breach may cause irreparable harm. Nomi Health may seek injunctive relief and any other remedies available at law or in equity.
8. Governing Law
This Agreement is governed by the laws of the State of Washington, without regard to conflict-of-law principles.
9. Entire Agreement
This document constitutes the entire agreement regarding Confidential Information and supersedes all prior discussions or agreements.
