Mutual Non-Disclosure Agreement

Standing mutual NDA between White Crown Enterprises and any prospective Customer, Design Partner, or evaluator. Signed once, referenced by every downstream engagement.

1. Parties and Purpose

This Agreement is entered into by White Crown Enterprises ("WCE") and the countersigning party ("Recipient," together with WCE, the "Parties," each a "Party"). Purpose: to enable the Parties to exchange confidential information related to a potential business relationship, pilot, evaluation, or design partnership involving the Archangel Platform (the "Purpose").

2. Confidential Information

"Confidential Information" means non-public information disclosed by a Party ("Discloser") to the other Party ("Recipient") in connection with the Purpose that is either marked confidential, identified as confidential at the time of disclosure and reduced to writing within thirty (30) days, or of a nature that a reasonable recipient would understand to be confidential. WCE Confidential Information includes, without limitation, any portion of the Trade-Secret Schedule shared with Recipient under an executed access rider, source code, non-public firmware, evaluation results, roadmaps, and pricing. Recipient Confidential Information includes information about Recipient's operations, personnel, security posture, and use cases.

3. Obligations

Recipient shall (a) use Confidential Information solely for the Purpose, (b) protect it with the same degree of care Recipient uses to protect its own confidential information of like importance and in no event less than reasonable care, (c) not disclose it to any third party except to Recipient's employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than this Agreement, and (d) not reverse engineer, decompile, or attempt to derive the internal workings of any tangible or software artefact received from Discloser.

4. Exceptions

The obligations in Section 3 do not apply to information that (a) is or becomes publicly known through no breach of this Agreement, (b) was rightfully known to Recipient without an obligation of confidentiality prior to disclosure, (c) is independently developed by Recipient without use of Discloser's Confidential Information as documented by Recipient's records, or (d) is rightfully obtained from a third party without breach of an obligation of confidentiality.

5. Compelled Disclosure

If Recipient is compelled by law to disclose Confidential Information, Recipient shall, unless prohibited by law, give Discloser prompt written notice and reasonable assistance, at Discloser's expense, in seeking a protective order or other appropriate remedy, and disclose only that portion of Confidential Information that is legally required.

6. Trade-Secret Schedule Access

Nothing in this Agreement grants Recipient access to the Trade-Secret Schedule. Any such access requires a separate, use-case-scoped access rider countersigned by an officer of WCE Inc. Trade-Secret obligations survive termination and last for so long as the information qualifies as a trade secret.

7. No Licence

No licence, express or implied, is granted by this Agreement other than the limited right to use Confidential Information for the Purpose. All right, title, and interest in Confidential Information remain with Discloser.

8. Term; Survival

This Agreement is effective on countersignature and continues for five (5) years, provided that (a) obligations of confidentiality with respect to any specific item of Confidential Information continue for so long as that information retains its confidential nature, and (b) obligations relating to trade secrets continue for so long as the information qualifies as a trade secret.

9. Return or Destruction

Upon Discloser's written request at any time, and in any event upon termination or expiration of this Agreement, Recipient shall return or destroy all Confidential Information of Discloser in Recipient's possession or control, except for archival copies retained under a bona fide records-retention policy or legal-hold obligation, and shall certify destruction in writing on request.

10. Remedies

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate, and each Party is entitled to seek injunctive and other equitable relief from a court of competent jurisdiction, without the necessity of posting a bond, in addition to any other remedies at law or in equity.

11. Miscellaneous

Governing law: Commonwealth of Pennsylvania. Venue: Philadelphia, Pennsylvania. Notices: to the addresses on the countersignature page. No assignment without the other Party's written consent. Entire agreement between the Parties as to the Purpose; supersedes prior communications. Amendments must be in writing signed by both Parties. Severability applies. Counterparts and electronic signature permitted.

← Legal Library · Archangel