The Mutual Non-Disclosure.

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between Roman James Advisory, LLC, a California limited liability company (“JRA”), and [Client Name] (“Client” and, together with JRA, the “Parties” and each, a “Party”).

i. Purpose.

The Parties wish to evaluate and, if mutually agreed, undertake a confidential professional engagement relating to environmental advisory services in connection with one or more residential properties (the “Purpose”). In furtherance of the Purpose, each Party may disclose to the other certain information that is confidential or proprietary in nature.

ii. Confidential information.

“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), in any form, that is identified as confidential or that, given its nature or the circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information includes, without limitation:

• The identities of the Parties, their family members, household staff, agents, and counsel.
• Any property address, parcel number, or location information disclosed by Client.
• The existence, nature, and content of the engagement contemplated under this Agreement.
• Test results, sampling data, photographs, reports, and other deliverables produced by JRA.
• Vendor names, scopes of work, fee arrangements, and bid materials prepared in connection with the engagement.
• Insurance, financial, medical, and household information disclosed by Client.
• JRA’s proprietary methods, vendor bench, sampling protocols, and analytical templates.

iii. Exclusions.

Confidential Information does not include information that the Receiving Party can demonstrate by competent evidence: (a) was generally available to the public at the time of disclosure; (b) became generally available to the public after disclosure other than through breach of this Agreement; (c) was rightfully in the Receiving Party’s possession before receipt from the Disclosing Party, without obligation of confidentiality; or (d) was independently developed by the Receiving Party without use of or reference to the Confidential Information.

iv. Obligations.

The Receiving Party shall:

1. Hold Confidential Information in strict confidence and use the same standard of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care.
2. Use Confidential Information solely for the Purpose and for no other purpose.
3. Disclose Confidential Information only to its officers, employees, professional advisors, and (in JRA’s case) accredited laboratories and pre-vetted vendors who (a) have a bona fide need to know for the Purpose and (b) are bound by written or professional obligations of confidentiality at least as protective as those in this Agreement.
4. Not copy, reproduce, summarize, or excerpt Confidential Information except as reasonably necessary for the Purpose, and not use it to derive any commercial benefit beyond the Purpose.
5. Maintain administrative, technical, and physical safeguards designed to prevent unauthorized access to or disclosure of Confidential Information.

v. Compelled disclosure.

If the Receiving Party is required by law, subpoena, regulatory process, or court order to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted, (a) notify the Disclosing Party promptly in writing, (b) cooperate with the Disclosing Party’s reasonable efforts to obtain a protective order or other appropriate remedy, and (c) disclose only that portion of the Confidential Information that the Receiving Party is, after consultation with counsel, legally required to disclose.

vi. No public reference.

Neither Party shall use the other’s name, identity, or any reference to the engagement or Purpose in any marketing material, case study, press inquiry, social media post, search-engine listing, or other public-facing communication without the prior written consent of the other Party. JRA confirms that it does not maintain a public client list and does not provide named references except through counsel.

vii. Independence representation.

JRA represents that it does not accept referral fees, commissions, kickbacks, or other compensation from any contractor, vendor, laboratory, or service provider it recommends in connection with the Purpose. JRA’s sole compensation in connection with any engagement is the fee paid by Client under the operative engagement letter.

viii. Term and survival.

This Agreement is effective as of the Effective Date and continues for a period of five (5) years from that date, except that the Parties’ obligations with respect to (a) the identities of Client and any property addresses, (b) trade secrets, and (c) information whose disclosure is restricted by law, shall survive in perpetuity.

ix. Return or destruction.

Upon written request of the Disclosing Party at any time, or upon termination of any engagement contemplated by this Agreement, the Receiving Party shall, at the Disclosing Party’s election, return or securely destroy all Confidential Information in its possession, except that (a) JRA may retain its engagement file in encrypted form for the retention period set forth in its Privacy Notice and applicable law and (b) the Receiving Party may retain one archival copy with its outside counsel solely for the purpose of confirming compliance with this Agreement.

x. Remedies.

Each Party acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching Party shall be entitled, without the requirement of posting bond, to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

xi. No license.

Nothing in this Agreement grants the Receiving Party any license or other right in or to any Confidential Information, by implication, estoppel, or otherwise, except the limited right to use it for the Purpose.

xii. Governing law and venue.

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and each Party consents to the personal jurisdiction of those courts.

xiii. Entire agreement; amendment.

This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings on that subject. It may be amended only by a writing signed by both Parties.

xiv. Counterparts.

This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Electronic signatures are valid and binding.