MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic signature below.
BETWEEN:
ACGRAM LLC, a Wyoming-organized limited liability company ("Disclosing Party")
AND:
The undersigned individual or entity representative ("Receiving Party")
1. PURPOSE
This Agreement governs the confidential disclosure of proprietary software, intellectual property, trade secrets, business logic, user interface designs, security architectures, pricing models, and commercial strategies related to ACGRAM's Quotrova™ software product ("Confidential Information") for the sole purpose of evaluating the software through an authorized demonstration.
2. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" includes, without limitation: (a) all software source code, object code, algorithms, data models, entity schemas, decision logic, workflow definitions, and API specifications; (b) security architecture, threat models, fraud detection logic, sanctions screening methodology, and risk scoring models; (c) business plans, pricing strategies, licensing terms, customer lists, financial projections, and go-to-market strategies; (d) all visual designs, user interface layouts, and user experience flows; (e) all documentation, specifications, build prompts, hardening protocols, and operational playbooks; (f) any information marked or reasonably understood to be confidential.
3. OBLIGATIONS
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) not use Confidential Information for any purpose other than evaluation; (d) not copy, reproduce, reverse-engineer, decompile, or create derivative works from any demonstrated software; (e) not capture screenshots, screen recordings, or other reproductions of the demonstrated software without prior written consent; (f) return or destroy all Confidential Information upon request.
4. EXCLUSIONS
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; (d) is disclosed with the Disclosing Party's prior written approval.
5. TERM
This Agreement remains in effect for three (3) years from the date of execution, regardless of whether the Receiving Party proceeds with any commercial engagement.
6. REMEDIES
The Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm. The Disclosing Party is entitled to seek injunctive relief in addition to any other available remedies.
7. GOVERNING LAW
This Agreement is governed by the laws of the State of Wyoming, United States.
8. ELECTRONIC SIGNATURE
The Receiving Party acknowledges that typing their full legal name below constitutes a valid electronic signature under the ESIGN Act (15 U.S.C. § 7001 et seq.) and equivalent international electronic signature laws.