# Mutual Non-Disclosure Agreement (draft)

**Status:** Draft for Ed Hoots review. Not a substitute for counsel. Do not treat as final until Sunbird marks it issued.

This Mutual Non-Disclosure Agreement ("Agreement") is between **Sunbird Manufacturing / Chengdu Beiji Precision Machinery** ("Sunbird") and the company named in the signature block ("Company").

## 1. Purpose

The parties may exchange confidential information to evaluate, quote, and manufacture parts, including drawings, CAD, specifications, quantities, and process notes.

## 2. Confidential information

Confidential information includes non-public files, drawings, CAD, specifications, samples, pricing, and related correspondence. It does not include information that is public through no fault of the receiving party, already known, independently developed, or rightfully received from a third party.

## 3. Use

Each party will use the other's confidential information only to review, quote, manufacture, inspect, pack, and ship the work. Sunbird may share files with people and partners who need them to do that work, under confidentiality no less protective than this Agreement. Partner processes are labeled as partner on sunbirdmanufacturing.com.

## 4. Term

Obligations last three (3) years from the date of last disclosure, except for trade secrets, which last as long as they remain trade secrets.

## 5. Return

On written request, the receiving party will return or destroy confidential files, except copies kept for legal, quality, or archival reasons.

## 6. No license

This Agreement does not grant IP rights beyond the limited use in section 3.

## 7. Law

Governing law: State of Washington, USA, without regard to conflict-of-law rules. This draft does not replace a China NNN if the parties later agree one is required for Chengdu production.

## 8. Signatures

Company name:

Authorized name / title:

Email:

Date:

Signature:

Sunbird / Chengdu Beiji countersignature:

Return a signed copy to john@sunbirdmanufacturing.com and ed@chengdubeiji.com.