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• patentable subject matter, trade secrets, know-how, methods, unpublished intellectual property, and proprietary business methods;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.

Confidential Information also includes all notes, summaries, analyses, compilations, studies, or other materials prepared by the Receiving Party that contain, reflect, summarize, or are derived from such information.

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, and no less than the care it uses to protect its own confidential information of similar importance;
3. not disclose Confidential Information to any third party except to employees, contractors, advisors, attorneys, accountants, or representatives who have a strict need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement;
4. not copy, reproduce, reverse engineer, decompile, disassemble, exploit, or use the Confidential Information for any purpose other than the Purpose, except as expressly authorized in writing by the Disclosing Party;
5. promptly notify the Disclosing Party of any unauthorized use or disclosure of which it becomes aware.

5. Ownership; No License or Transfer of Rights

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

Nothing in this Agreement grants the Receiving Party any rights, whether by license, assignment, implication, estoppel, or otherwise, under any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party, except the limited right to review and use the Confidential Information solely for the Purpose.

Access under this Agreement is limited to confidential review and discussion only. No ownership, download, redistribution, transfer, assignment, publication, or exploitation rights are granted except as expressly authorized in writing by the Disclosing Party.

6. No Obligation to Proceed

Nothing in this Agreement obligates either Party to proceed with any proposed transaction, relationship, or business arrangement. Either Party may discontinue discussions at any time, for any reason or no reason.

7. Return or Destruction of Materials

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, extracts, summaries, and derivative materials, except that the Receiving Party may retain one archival copy solely for legal, regulatory, or compliance purposes.

Any retained Confidential Information shall remain subject to this Agreement.

8. Required Disclosure

If the Receiving Party is required by law, regulation, subpoena, court order, or governmental demand to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted, provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy.

The Receiving Party shall disclose only the minimum portion legally required.

9. Term and Survival

This Agreement begins on the Effective Date and continues for three (3) years, unless earlier terminated by written agreement of the Parties.

The confidentiality obligations under this Agreement shall survive for five (5) years from the date of each disclosure; provided, however, that any trade secrets shall be protected for so long as they remain trade secrets under applicable law.

10. Remedies

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages alone may be inadequate.

Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, equitable relief, and any other remedies available at law or in equity, without the necessity of posting bond, to prevent or stop any breach or threatened breach of this Agreement.

11. No Warranty

All Confidential Information is provided “as is.” The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, or usefulness of the Confidential Information.

12. Non-Circumvention

For a period of twenty-four (24) months from the Effective Date, the Receiving Party shall not knowingly use the Disclosing Party’s Confidential Information to circumvent the Disclosing Party in connection with opportunities, partners, relationships, transactions, or business contacts introduced by the Disclosing Party for the Purpose.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles.

14. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous discussions, understandings, negotiations, or agreements, whether oral or written, relating to that subject matter.

Any amendment or modification of this Agreement must be in writing and signed by both Parties.

15. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

16. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

Electronic signatures, scanned signatures, and PDF signatures shall be deemed valid and enforceable to the fullest extent permitted by law.