**Confidentiality Agreement**

**This Confidentiality Agreement ("Agreement")** is entered into as of ___ [Date] ___, by and between **Midas Technologies LLC** (the "Company") and ___ [Contractor/Vendor Name] ___ (the "Recipient").

**1. Definitions**
   - **Confidential Information**: “Confidential Information” refers to any and all proprietary information, trade secrets, data, know-how, and other information, whether in written, oral, electronic, or other forms, disclosed by the Company to the Recipient. This includes but is not limited to:
      - Proprietary trading algorithms, software, code, data models, economic analysis, strategies, and technical indicators.
      - Financial data, business plans, marketing strategies, client lists, and vendor relationships.
      - All other non-public information concerning the Company's business and technology.

**2. Obligations of Confidentiality**
   - **Non-Disclosure**: Recipient agrees not to disclose, disseminate, or share any Confidential Information with any third party without prior written consent from the Company.
   - **Use Restriction**: Recipient agrees to use the Confidential Information solely for the purpose of providing services to the Company and not for any other purpose, including personal or commercial use.
   - **Protection Measures**: Recipient shall take all necessary precautions to prevent the unauthorized disclosure or use of Confidential Information, including implementing reasonable security measures.

**3. Exclusions from Confidential Information**
   - Confidential Information does not include information that:
      - Was publicly known or available prior to disclosure by the Company;
      - Becomes publicly known or available through no wrongful act of the Recipient;
      - Was already known by the Recipient at the time of disclosure, as proven by written records; or
      - Is independently developed by the Recipient without the use of or reference to the Company’s Confidential Information.

**4. Return or Destruction of Materials**
   - Upon completion or termination of the business relationship or upon request by the Company, the Recipient agrees to promptly return or destroy all materials containing Confidential Information, including electronic files and backup copies. Recipient shall provide written certification of such destruction if requested by the Company.

**5. No Ownership or License**
   - This Agreement does not grant the Recipient any rights, title, or interest in the Confidential Information, except the limited right to use it for the purposes of their contractual obligations. No license, express or implied, is granted by the disclosure of Confidential Information.

**6. Remedies**
   - **Injunctive Relief**: Recipient acknowledges that a breach of this Agreement may cause irreparable harm to the Company. Accordingly, the Company is entitled to seek injunctive relief, in addition to any other available remedies, to enforce this Agreement.
   - **Indemnification**: Recipient agrees to indemnify and hold the Company harmless from any damages, losses, or costs arising from unauthorized disclosure or misuse of the Confidential Information.

**7. Term and Termination**
   - **Duration of Obligation**: The Recipient’s duty to maintain the confidentiality of the Company’s information shall remain in effect for a period of **[2-5 years]** following the termination of this Agreement or the business relationship, whichever is longer.
   - **Termination**: Either party may terminate this Agreement upon thirty (30) days’ written notice. However, the confidentiality obligations outlined here shall survive termination.

**8. Governing Law**
   - This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].

**9. Entire Agreement**
   - This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior agreements, representations, or understandings, whether written or oral.

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**Signatures:**

**Recipient (Contractor/Vendor):**  
___ [Recipient Name] ___  
Signature: ___________________________  
Date: ___

**Midas Technologies LLC:**  
By: ___ [Authorized Representative Name] ___  
Title: ___________________________  
Signature: ___________________________  
Date: ___

