GlueLogic Foundry Mutual NDA Term Sheet

This non-binding template is only a starting point for counsel review.
Do not disclose confidential structures, patent claims, patient data, or
unpublished enabling data until both parties have signed a formal NDA.

1. Parties
- Disclosing Party: [Legal name]
- Receiving Party: [Legal name]
- Project: [Target / asset / program name]

2. Purpose
The parties may exchange non-public information only to evaluate a molecular
glue, TPD, asset rescue, data room, option-to-build, investment, licensing, or
co-incubation opportunity.

3. Confidential Information
Confidential information includes written, oral, visual, electronic, technical,
scientific, business, financial, IP, experimental, compound, target, data room,
buyer-map, and transaction information disclosed for the project.

4. Exclusions
Confidential information does not include information that is publicly known,
already lawfully known by the receiving party, independently developed without
use of the confidential information, or received from a third party without a
confidentiality duty.

5. Use And Protection
The receiving party may use confidential information only for the project
purpose and must protect it with at least reasonable care. Access should be
limited to employees, consultants, advisors, investors, counsel, or affiliates
who need to know and are bound by confidentiality obligations.

6. No License
No patent, copyright, trade secret, database, compound, material, know-how, or
other IP right is granted except the limited right to review information for
the stated purpose.

7. Term
Confidentiality obligations last [3-5] years from disclosure. Trade secrets
remain protected for as long as they qualify as trade secrets under applicable
law.

8. Return Or Destruction
Upon written request, the receiving party will return or destroy confidential
information, except archival copies retained for legal, compliance, or backup
purposes.

9. Required Disclosure
If disclosure is required by law, regulation, court order, stock exchange rule,
or government authority, the receiving party should give prompt notice when
legally permitted and cooperate to limit the disclosure.

10. Governing Law
Governing law and venue should be selected by counsel based on the parties'
jurisdictions and transaction structure.

中文提示：这只是保密协议要点清单，不是正式法律文件。正式使用前请让律师根据项目、
管辖地、交易结构和数据类型改写。