Mutual Non-Disclosure Agreement

The Parties wish to explore a potential business relationship concerning the venture described in the vault (the “Purpose”), which may require each Party to disclose Confidential Information to the other.

“Confidential Information” means all non-public information disclosed in connection with the Purpose, in any form, whether or not marked confidential, including business plans, strategies, financial models and projections, pricing, customer and supplier information, product concepts, designs, mind maps, wireframes, prototypes, source code, know-how, trade secrets, and the existence and contents of the vault and of discussions between the Parties.

Confidential Information excludes information that: (a) is or becomes public through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure, as shown by contemporaneous records; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

The Receiving Party will: (a) hold Confidential Information in strict confidence using at least a reasonable degree of care and no less care than it uses for its own confidential information; (b) use it solely for the Purpose; (c) not disclose it to any third party except to employees, advisers or contractors with a need to know who are bound by confidentiality obligations at least as protective, for whose compliance the Receiving Party remains responsible; and (d) not copy, record, screenshot, export, reverse engineer, decompile or create derivative works from it except as strictly necessary for the Purpose.

The Receiving Party will promptly notify the Disclosing Party upon discovering any unauthorised use or disclosure and will cooperate in remedying it.

If legally compelled to disclose Confidential Information, the Receiving Party may do so to the extent required, provided it gives the Disclosing Party prompt written notice where lawful, discloses only what is required, and cooperates with reasonable efforts to obtain protective treatment.

All Confidential Information remains the property of the Disclosing Party. No licence, assignment or other right in any patent, copyright, trademark, trade secret or other intellectual property is granted by this Agreement or by disclosure, whether express or implied.

Any improvement, derivative, feedback or suggestion created by the Receiving Party that is based on or incorporates the Disclosing Party's Confidential Information belongs to the Disclosing Party, and the Receiving Party assigns all right, title and interest in it to the Disclosing Party.

Nothing obliges either Party to proceed with any transaction, investment or relationship. Confidential Information is provided “as is” without warranty of accuracy or completeness.

For the term of this Agreement, the Receiving Party will not use Confidential Information to circumvent the Disclosing Party by soliciting or transacting directly with any customer, supplier, investor or partner identified through the Confidential Information for the purpose of taking a business opportunity presented under this Agreement.

This Agreement applies to disclosures made during the Purpose and confidentiality obligations continue for 5 years from the date of disclosure. Obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.

Upon written request or when access to the vault is revoked, the Receiving Party will cease all use, return or destroy all copies of Confidential Information in its possession, and confirm in writing, except for copies retained in routine automated backups or as required by law, which remain subject to this Agreement.

The Parties acknowledge that a breach may cause irreparable harm for which monetary damages are inadequate. The Disclosing Party is entitled to seek injunctive relief and specific performance without the necessity of posting a bond, in addition to any other remedy available at law or in equity, including recovery of reasonable attorneys' fees by the prevailing Party.

The Parties consent to transacting electronically. Typing or drawing a name and submitting it within IdeaVault constitutes an electronic signature and a legally binding execution under the U.S. E-SIGN Act, the Uniform Electronic Transactions Act (UETA) and, where applicable, eIDAS.

The Idea Vault records the signer's name, signature, contact identifier, IP address, user-agent and UTC timestamp and retains that record as evidence of execution. The Parties agree such record is admissible and constitutes prima facie evidence of the Agreement.

Unless the Parties agree otherwise in writing, this Agreement is governed by the laws of the State of Florida, United States, without regard to its conflict-of-law rules, and the Parties consent to the exclusive jurisdiction of the state and federal courts located in Florida for any claim seeking injunctive relief.

Any other dispute arising under this Agreement will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under the AAA Consumer Arbitration Rules. Where a Party's local mandatory law gives it non-waivable rights or a required forum, those rights prevail.

This Agreement is the entire agreement between the Parties on this subject and supersedes prior understandings. It may be amended only in a writing accepted by both Parties. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains effective. Neither Party may assign it without the other's consent, except to a successor in interest. Failure to enforce is not a waiver. The Parties are independent contractors; no partnership, joint venture, employment or agency is created.

The Idea Vault provides the platform through which this Agreement is presented, executed and preserved. It is not a party, does not provide legal advice, does not verify the identity of signers beyond the information they submit, and has no duty to enforce this Agreement. Questions about the platform: support@theideavault.online.