| Disclosing/Receiving Party (Company) | QUANTVESTRIX INC., 2828 E Trinity Mills Rd, Carrollton, TX 75006 · louis@usconnects.com |
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This Mutual Confidentiality, Non-Disclosure, Non-Compete, and Non-Circumvention Agreement (this “Agreement”) is entered into as of the Effective Date set forth on the cover page by and between QUANTVESTRIX INC., a Texas corporation, together with its parents, subsidiaries, affiliates, successors and assigns (collectively, the “Company”), and the counterparty identified on the cover page, together with its affiliates, successors and assigns (the “Counterparty”). The Company and the Counterparty are each a “Party” and collectively the “Parties.”
This Agreement is mutual: each Party may act as a “Disclosing Party” when it discloses Confidential Information and as a “Receiving Party” when it receives Confidential Information. The obligations herein bind each Party in both capacities.
The Parties wish to explore, evaluate, negotiate, and/or perform one or more business relationships, transactions, investments, engagements, or collaborations (the “Purpose”), as more particularly described on the cover page. In connection with the Purpose, each Party may disclose to the other certain confidential, proprietary, and trade secret information. This Agreement governs the protection, use, and handling of that information and the related restrictive covenants set forth below, and applies to the relationship type designated on the cover page (investor/partner, contractor/vendor, employee/advisor, or other).
“Confidential Information” means any and all non-public information, in any form or medium (whether oral, written, electronic, visual, or otherwise, and whether or not marked or designated as confidential), disclosed by or on behalf of a Disclosing Party or otherwise learned or observed by a Receiving Party, including without limitation: business plans, strategies, and roadmaps; financial information, projections, valuations, cap tables, and funding terms; customer, investor, partner, supplier, vendor, and prospect lists and contacts; pricing, margins, and economic models; source code, object code, algorithms, architectures, schematics, models, and data; the QVTX DNA system, ByteID generation, codon and resonance methods, compression methods, chain designs, and related research; the patent portfolio, inventions, discoveries, know-how, and trade secrets; credentials, keys, and access methods; and the existence, status, and contents of the Parties’ discussions and this Agreement.
“Tier 1 — Highly Confidential Information” means Confidential Information expressly designated by the Disclosing Party as “Tier 1” or “Highly Confidential,” and, irrespective of any marking, any source code, cryptographic keys, trade secrets, the patent portfolio and unfiled patent disclosures, valuation and funding terms, and investor/partner identities and contacts. Tier 1 Information is subject to the heightened handling requirements of Section 9.
“Trade Secret” means information that derives independent economic value from not being generally known and that is the subject of reasonable efforts to maintain its secrecy, as defined under the Texas Uniform Trade Secrets Act (Tex. Civ. Prac. & Rem. Code ch. 134A) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.).
“Representatives” means a Party’s officers, directors, members, managers, employees, agents, affiliates, attorneys, accountants, financial advisors, and other professional advisors who have a bona fide need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations no less protective than those herein.
“Restricted Business” means the business of the Company, including the research, development, marketing, sale, or operation of: DNA-based or codon-based computation and data compression; ByteID content addressing; blockchain and distributed-ledger systems substantially similar to the QVTX chains; the QVTX operating system and substrate; and any other line of business in which the Company is engaged or has taken demonstrable steps to engage as of the date the restriction is applied.
“Territory” means the United States of America (including all states, territories, and possessions thereof).
The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence and protect it using at least the same degree of care it uses for its own most sensitive information, and in no event less than a reasonable degree of care; (b) use the Confidential Information solely for the Purpose and for no other purpose whatsoever; (c) not disclose Confidential Information to any third party except to its Representatives on a strict need-to-know basis; (d) remain responsible for any breach of this Agreement by its Representatives; and (e) not reverse engineer, decompile, disassemble, or otherwise attempt to derive any Confidential Information or any underlying ideas, structure, or methods.
The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use, disclosure, loss, or compromise of Confidential Information and shall cooperate in every reasonable way to regain possession and prevent further unauthorized use.
The obligations in Section 4 do not apply to information that the Receiving Party can demonstrate by competent written records: (a) was lawfully in its possession without restriction prior to disclosure; (b) is or becomes publicly available through no act or omission of the Receiving Party or its Representatives; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. These exclusions do not apply to Trade Secrets to the extent broader protection is afforded by law, nor to personally identifying or aggregated combinations merely because individual elements fall within an exclusion.
If the Receiving Party is required by law, regulation, or valid court or governmental order to disclose Confidential Information, it shall (unless legally prohibited) give the Disclosing Party prompt prior written notice and reasonable cooperation so the Disclosing Party may seek a protective order or other remedy, and shall disclose only that portion legally required, using best efforts to ensure confidential treatment.
This Agreement commences on the Effective Date and continues until terminated by either Party upon thirty (30) days’ written notice; provided that termination does not relieve either Party of obligations accrued prior to termination.
The confidentiality obligations survive for two (2) years after the expiration or termination of this Agreement or the conclusion of the Purpose, whichever is later; provided that, with respect to Trade Secrets, the obligations survive for so long as the information remains a Trade Secret under applicable law. The restrictive covenants in Section 8 survive as stated therein.
The Parties acknowledge that the Confidential Information, goodwill, and business relationships exchanged under this Agreement are valuable assets, that the restrictions below are ancillary to and part of this otherwise enforceable agreement, are supported by the Company’s provision of Confidential Information and other consideration, and are reasonable and necessary to protect legitimate business interests within the meaning of the Texas Covenants Not to Compete Act (Tex. Bus. & Com. Code §§ 15.50–15.52).
(a) Non-Compete. During the term of the relationship and for two (2) years thereafter, the Counterparty shall not, anywhere in the Territory, directly or indirectly, own, manage, operate, control, finance, join, advise, be employed by, or otherwise participate in or assist any person or entity that engages in the Restricted Business in competition with the Company; provided that passive ownership of less than one percent (1%) of a publicly traded company is permitted.
(b) Non-Solicitation of Personnel. During the term and for two (2) years thereafter, the Counterparty shall not, directly or indirectly, solicit, recruit, hire, or induce to leave any employee, contractor, director, or advisor of the Company, or otherwise interfere with the Company’s relationship with such persons.
(c) Non-Solicitation of Customers/Investors. During the term and for two (2) years thereafter, the Counterparty shall not, directly or indirectly, solicit, divert, or take away any customer, investor, partner, supplier, or prospect of the Company that the Counterparty became aware of or had contact with in connection with the Purpose.
(d) Non-Circumvention. During the term and for two (2) years thereafter, the Counterparty shall not, directly or indirectly, circumvent, avoid, bypass, or obviate the Company in order to (i) transact with, or (ii) avoid the payment of fees, commissions, or other compensation to, the Company in respect of any contact, opportunity, transaction, investor, partner, lender, customer, or source introduced by or learned through the Company. Any attempt to do so entitles the Company to the fees or compensation it would have earned, in addition to all other remedies.
(e) Reasonableness and Reformation. If a court of competent jurisdiction finds any restriction in this Section overbroad or otherwise unenforceable as written, the court shall reform and enforce it to the maximum extent permitted by law, consistent with Tex. Bus. & Com. Code § 15.51(c).
With respect to Tier 1 Information, the Receiving Party shall additionally: (a) restrict access to the minimum number of Representatives strictly necessary for the Purpose and maintain a current access log available to the Disclosing Party on request; (b) store Tier 1 Information only on encrypted systems with access controls and multi-factor authentication; (c) not copy, transmit, or remove Tier 1 Information except as strictly necessary for the Purpose and through secure means; (d) not use generative or third-party services that retain or train on the information without the Disclosing Party’s prior written consent; and (e) upon request, certify in writing its compliance with this Section.
All Confidential Information, and all intellectual property rights therein, remain the sole and exclusive property of the Disclosing Party. No license or other right, by implication, estoppel, or otherwise, is granted under any patent, copyright, trademark, trade secret, or other intellectual property right, except the limited right to use the Confidential Information solely for the Purpose. Any suggestions or feedback the Receiving Party provides regarding the Disclosing Party’s products or technology may be used by the Disclosing Party without restriction or obligation.
Upon the Disclosing Party’s written request or upon termination, the Receiving Party shall promptly return or, at the Disclosing Party’s option, securely destroy all Confidential Information and all copies, notes, and derivatives thereof, and certify such destruction in writing within ten (10) business days; provided that one archival copy may be retained solely for legal compliance, subject to continuing confidentiality.
All Confidential Information is provided “AS IS.” The Disclosing Party makes no warranties, express or implied, regarding accuracy or completeness, and shall have no liability arising from the Receiving Party’s use of the Confidential Information.
The Parties agree that a breach or threatened breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching Party is entitled to seek immediate injunctive and other equitable relief, without the necessity of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity. The prevailing Party in any action arising out of this Agreement is entitled to recover its reasonable attorneys’ fees and costs. The Parties’ rights and remedies are cumulative.
This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The Parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas, except that either Party may seek equitable relief in any court of competent jurisdiction. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.
(a) Entire Agreement. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings. (b) Amendment; Waiver. It may be amended only by a writing signed by both Parties; no waiver is effective unless in writing. (c) Severability. If any provision is held unenforceable, the remainder remains in full force, and the unenforceable provision is reformed to the minimum extent necessary. (d) Assignment. The Counterparty may not assign this Agreement without the Company’s prior written consent; the Company may assign it to a successor or affiliate. (e) No Partnership. Nothing herein creates a partnership, joint venture, agency, or employment relationship, or any obligation to proceed with any transaction. (f) Notices. Notices must be in writing and sent to the addresses on the cover page by hand, recognized courier, or email with confirmation. (g) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and together one instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.