Meta De Cafe- NDA

NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement ("Agreement") is entered into as of May 2025, by and between:

Meta De Cafe, a California Limited Liability Company (LLC) with its principal place of business in Ventura County, California. and you the receiver of Meta De Cafe’s NDA.

1. Confidential Information
For the purposes of this Agreement, "Confidential Information" includes all non-public, proprietary, or sensitive information that the Employee may obtain during the course of their employment with the Company, including but not limited to business plans, customer data, marketing strategies, product designs, trade secrets, financial information, and technical data.

2. Non-Disclosure
The Employee agrees not to disclose, use, or permit the use of any Confidential Information for any purpose outside the scope of their employment with the Company, either during or after their employment term, without the prior written consent of the Company.

3. Exclusions
Confidential Information does not include information that:
(a) is or becomes publicly known through no breach of this Agreement by the Employee;
(b) is received from a third party without breach of any obligation of confidentiality;
(c) is independently developed by the Employee without use of or reference to the Company's Confidential Information.

4. Return of Materials
Upon termination of employment, the Employee agrees to return or destroy all materials containing Confidential Information, including documents, notes, software, and any other media.

5. Ownership of Intellectual Property
All inventions, discoveries, developments, and innovations conceived or made by the Employee during the term of employment that relate to the business of the Company shall be the exclusive property of the Company.

6. Term
This Agreement and the Employee’s obligation to maintain the confidentiality of the Confidential Information shall continue in effect indefinitely or until such information no longer qualifies as Confidential Information.

7. Remedies
The Employee acknowledges that any breach of this Agreement may cause irreparable harm to the Company and agrees that the Company shall be entitled to seek injunctive relief and other legal remedies in the event of such a breach.

8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first written above.