Free Non-Disclosure Agreement (NDA) Template

NON-DISCLOSURE AGREEMENT

Unilateral (One-way) Confidentiality Agreement  ·  Employment Context  ·  Governed By The Law Of The State Of California

This Non-Disclosure Agreement (this "Agreement") is entered into as of May 1, 2026 by and between Helio Robotics, Inc. ("Disclosing Party") and Daniel Garcia, an individual, ("Receiving Party") and is governed by the law of the State of California. The parties agree as follows:

The parties wish to explore evaluation of a potential employment or staffing arrangement. In connection therewith, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party solely for evaluation and pursuit of that purpose (the "Permitted Purpose").

"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, in any form or medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, strategy, customer and prospect lists, pricing, sales pipelines, and marketing data; product specifications, source code, designs, prototypes, algorithms, and research data; financial statements, budgets, forecasts, projections, and cap-table information; employee compensation, organizational charts, recruitment plans, and personnel files; and customer identifying information, contract terms, and account-level data. Information disclosed orally or visually shall be identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days; tangible materials shall be marked "Confidential" or with words of similar import. Failure to mark or confirm, however, shall not waive protection of information that a reasonable person would understand to be confidential under the circumstances.

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party; (c) use Confidential Information solely for the Permitted Purpose; (d) protect Confidential Information with at least the same degree of care used to protect its own most sensitive information, but in no event less than reasonable care; and (e) limit access to Confidential Information to those employees, agents, or advisors who have a need to know and who are bound by written confidentiality obligations no less protective than those in this Agreement.

This Agreement does not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure, as evidenced by written records; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information, as evidenced by written records; or (d) is required to be disclosed by applicable law, regulation, or valid court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement and reasonably cooperates in seeking a protective order.

This Agreement shall remain in effect for 3 years from the Effective Date, after which the obligations of confidentiality with respect to general Confidential Information shall expire. Notwithstanding the foregoing, any information that constitutes a "Trade Secret" as defined under the Defend Trade Secrets Act, 18 U.S.C. §1839(3), and Cal. Civ. Code §§ 3426–3426.11 (California Uniform Trade Secrets Act), shall remain protected for as long as it retains trade secret status under applicable law, regardless of the expiration or termination of this Agreement.

Upon written request by the Disclosing Party, or upon expiration or termination of this Agreement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information and all copies, extracts, or derivatives thereof, and shall provide written certification of such return or destruction upon request.

Pursuant to 18 U.S.C. §1833(b) (Defend Trade Secrets Act, "DTSA"), the Receiving Party is hereby notified that: (i) an individual shall not be held criminally or civilly liable under any Federal or State trade-secret law for the disclosure of a trade secret made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. Failure to include this notice forfeits the Disclosing Party's right to exemplary damages and attorneys' fees under 18 U.S.C. §1833(b)(3)(C).

Notwithstanding any other provision of this Agreement, pursuant to the federal Speak Out Act, 9 U.S.C. §§ 401–402 (enacted December 7, 2022), no pre-dispute nondisclosure or non-disparagement clause in this Agreement shall be judicially enforceable with respect to any sexual harassment dispute or sexual assault dispute that is alleged to have violated federal, state, tribal, or local law, in which the conduct giving rise to the dispute occurred on or after the date the parties entered into this Agreement. In addition, the law of the State of California imposes a parallel carve-out under Cal. Code Civ. Proc. §1001 and Cal. Civ. Code §1670.11 (Silenced No More Act, SB 331, eff 1/1/2022): nothing in this Agreement shall be construed to prohibit the Receiving Party from disclosing or discussing all unlawful workplace harassment, discrimination, or retaliation based on any protected class (race, religion, color, national origin, ancestry, disability, medical condition, marital status, sex, gender, age, sexual orientation, gender identity, military or veteran status).

Trade Secret Definition. The parties acknowledge that certain Confidential Information disclosed under this Agreement constitutes a "trade secret" under the Defend Trade Secrets Act, 18 U.S.C. §1839(3), and Cal. Civ. Code §§ 3426–3426.11 (California Uniform Trade Secrets Act), namely information that derives independent economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use, and that the Disclosing Party has taken reasonable measures to keep secret. Identified Trade Secrets. The following categories of Confidential Information are identified by the Disclosing Party as trade secrets for purposes of this Agreement: Computer-vision algorithms and trained model weights for the Helio H-3 robotic platform; manufacturing process specifications for the Helio servo-motor assembly; customer pricing matrices for enterprise contracts above $250,000 ARR.. Reasonable Measures. The Disclosing Party employs the following reasonable measures to maintain the secrecy of such trade secrets: All source code repositories are role-restricted in GitHub Enterprise with branch protection and mandatory code review; production systems require hardware-key MFA; all employees and contractors sign written NDAs upon onboarding; tangible documents marked "Confidential — Helio Robotics" and stored in lockable cabinets.. The parties acknowledge that the State of California does not recognize the inevitable-disclosure doctrine, and that any claim for misappropriation must be supported by evidence of threatened or actual misuse of identifiable Confidential Information.

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, without the necessity of posting bond, proving actual damages, or establishing that monetary damages would be an inadequate remedy, in addition to any other legal remedies available under applicable law including Cal. Civ. Code §§ 3426–3426.11 (California Uniform Trade Secrets Act) and the federal Defend Trade Secrets Act, 18 U.S.C. §1836.

In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert-witness fees, and court costs from the non-prevailing party, in addition to any other relief to which the prevailing party may be entitled. This provision is a contractual modification of the default "American Rule" under which each party bears its own legal costs.

During the term of this Agreement and for a period of 12 months thereafter, the Receiving Party shall not, directly or indirectly, solicit, recruit, induce, or attempt to solicit or recruit any employee, independent contractor, or consultant of the Disclosing Party with whom the Receiving Party had material contact or became aware of in connection with this Agreement, without the prior written consent of the Disclosing Party. This restriction does not prohibit general advertising not targeted at such persons, nor the hiring of any individual who responds to such general advertising without solicitation. State-law limitation: The parties acknowledge that under Cal. Bus. and Prof. Code §16600 (as extended by AB 1076 and SB 699, eff 1/1/2024) — broad employee non-solicitation operating as a non-compete is void; the employer may be liable for civil penalties and the employee may sue for injunctive relief, broad employee non-solicitation provisions operating as restrictive covenants on a person's employment may be void or substantially limited. This provision is enforceable only to the extent permitted by the law of the State of California, and the parties intend that any court of competent jurisdiction shall modify or sever this provision rather than refuse to enforce the remainder of this Agreement.

Any dispute, claim, or controversy arising under or relating to this Agreement, except a claim for injunctive or other equitable relief, shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (or, if the dispute arises in an employment context, its Employment/Workplace Arbitration Rules). The arbitrator's decision shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration shall be conducted in the State of California. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise. This arbitration clause does not waive any right to file an administrative charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, or any equivalent state agency.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The exclusive jurisdiction and venue for any dispute arising under or relating to this Agreement (other than a claim for injunctive relief, which may be brought in any court of competent jurisdiction) shall be the state or federal courts located in Santa Clara County, California, and each party hereby consents to personal jurisdiction in such courts and waives any objection based on forum non conveniens.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings and agreements. Amendment: No amendment shall be valid unless in writing and signed by both parties. Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it valid. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights. Counterparts: This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original. No Implied License: No license to any intellectual property is granted by this Agreement, whether by implication, estoppel, or otherwise.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.