SpinStream™ / OnlyUno™ Mutual NDA

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of [Effective Date], by and between the following Parties:

1. Purpose

The Purpose of this Agreement is to permit confidential discussions concerning SpinStream™, OnlyUno™, and related technologies, prototypes, business models, intellectual property, partnerships, licensing, commercialization, development, investment opportunities, and systems involving artificial intelligence, machine learning, and neural networks.

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether disclosed orally, visually, electronically, in writing, or by inspection, that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation:

• business plans, strategies, forecasts, and commercial opportunities;
• product concepts, inventions, features, workflows, and system architecture;
• software, source code, object code, algorithms, logic, APIs, technical specifications, data structures, and documentation;
• designs, wireframes, layouts, mockups, media assets, user interface concepts, and visual presentation methods;
• patentable subject matter, trade secrets, know-how, methods, unpublished intellectual property, and proprietary business methods;
• pricing, financial information, customer information, investor discussions, market plans, and partnership discussions;
• artificial intelligence systems, machine learning methods, neural network models, training workflows, inference methods, data handling approaches, and related technical implementations;
• information relating to SpinStream™, OnlyUno™, and any related prototypes, documentation, or commercial concepts.

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

1. was publicly available at the time of disclosure, or later becomes publicly available through no breach of this Agreement;
2. was already lawfully known to the Receiving Party without restriction before disclosure by the Disclosing Party;
3. is lawfully received from a third party without breach of any confidentiality obligation; or
4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. Obligations of Receiving Party

1. use the Confidential Information solely for the Purpose;
2. hold the Confidential Information in strict confidence and protect it using at least reasonable care;
3. not disclose Confidential Information to third parties except those with strict need-to-know and equivalent obligations;
4. not exploit or use Confidential Information for any purpose other than the Purpose without written authorization;
5. promptly notify the Disclosing Party of any unauthorized use or disclosure.

5. Ownership; No License or Transfer of Rights

All Confidential Information shall remain the sole property of the Disclosing Party.

6. No Obligation to Proceed

Nothing in this Agreement obligates either Party to proceed with any proposed transaction.

7. Return or Destruction of Materials

Upon written request, the Receiving Party shall promptly return or destroy Confidential Information.

8. Required Disclosure

If legally required, the Receiving Party shall disclose only the minimum portion required.

9. Term and Survival

This Agreement begins on the Effective Date and continues for three (3) years.

10. Remedies

The Disclosing Party may seek injunctive and equitable relief for breaches.

11. No Warranty

All Confidential Information is provided “as is.”

12. Non-Circumvention

For 24 months from the Effective Date, Receiving Party will not knowingly circumvent introductions.

13. Governing Law

This Agreement is governed by Massachusetts law.

14. Entire Agreement

This Agreement constitutes the entire agreement on this subject matter.

15. Severability

If one provision is invalid, remaining provisions continue in full force.

16. Counterparts and Electronic Signatures

Electronic signatures and PDF signatures are valid to the fullest extent permitted by law.