This Unilateral Non-Disclosure and Proprietary Information Agreement (the "Agreement") is entered into and made effective as of the date of signature below (the "Effective Date"), by and between MANYMOATS, INC. (together with its founder, sole inventor, and lawful affiliates, "ManyMoats" or the "Discloser"), having its principal executive offices in Los Angeles County, California, and THE RECIPIENT identified on the signature page hereto ("Recipient" or "Evaluator").
WHEREAS, ManyMoats and its sole inventor Brennan William DeCrow have conceived, authored, engineered, and reduced to practice a sovereign, high-performance computing, generative user interface, and autonomous multi-agent software substrate comprising twenty (20) interconnected software properties, ten (10) specialized computational engines, and twelve (12) proprietary technological inventions;
WHEREAS, Discloser's proprietary technologies, algorithms, and computational architectures are the subject of active patent applications filed with the United States Patent and Trademark Office (USPTO), including but not limited to U.S. Provisional Patent Applications Serial Nos. 64/159,586; 64/161,921; 64/161,944; 64/161,949; and 64/162,043; and
WHEREAS, Discloser wishes to disclose certain highly confidential, proprietary, and trade secret information to Recipient solely for the purpose of enabling Recipient to evaluate a prospective investment, financing, strategic partnership, licensing transaction, or advisory collaboration with ManyMoats (the "Purpose"), and Recipient desires to receive such information subject to the strict protective terms set forth herein.
1.1 Definition. "Confidential Information" means any and all non-public, proprietary, confidential, technical, financial, or business information, in whatever form or medium, disclosed or made available by or on behalf of Discloser to Recipient, whether orally, in writing, electronically, by visual inspection of code, screens, or facilities, or by delivery of data, software, or prototypes.
spine-bus.mjs); andConfidential Information shall not include information that Recipient can conclusively establish through competent contemporaneous written evidence: (a) was already known to Recipient without restriction prior to disclosure; (b) is or becomes publicly known through no act or omission of Recipient; (c) is independently developed by Recipient without access to, reference to, or reliance upon Discloser's Confidential Information; or (d) is lawfully received from an independent third party without restriction and without breach of any confidentiality obligation.
3.1 Strict Confidentiality. Recipient shall hold Discloser's Confidential Information in the strictest confidence and shall take all necessary precautions to prevent any unauthorized disclosure, dissemination, copying, or use. Recipient shall apply at least the highest commercial standard of care, and in no event less than a reasonable standard of care, to preserve the secrecy of Discloser's Confidential Information.
3.2 Restricted Purpose. Recipient shall use Discloser's Confidential Information solely and exclusively to evaluate the Purpose. Recipient shall not use Confidential Information for any commercial, developmental, operational, or competitive purpose, nor for the benefit of any third party.
3.3 Need-to-Know Access. Recipient shall limit access to Discloser's Confidential Information strictly to those of its partners, officers, employees, legal counsel, and financial advisors ("Representatives") who have a clear need to know, have been informed of the proprietary nature, and are bound by written confidentiality agreements at least as restrictive as this Agreement.
4.1 Reverse Engineering Prohibited. Recipient covenants and agrees that under no circumstances shall Recipient, directly or indirectly: (a) decompile, disassemble, reverse engineer, decrypt, or attempt to derive the source code, underlying algorithms, mathematical equations, or shader pipelines of Discloser's software; (b) harvest, extract, probe, scrape, or distill model weights, prompt chains, systemic rules, architectural schemas, or latent embeddings to train, evaluate, fine-tune, or benchmark any machine learning model or competing software system; or (c) alter, obscure, or remove any copyright, trademark, patent pending marking, or proprietary rights notices.
4.2 Non-Circumvention. Recipient covenants that it shall not use Discloser's Confidential Information, patent disclosures, or architecture to design, develop, sponsor, finance, or solicit any competing product or service that replicates the core functional capabilities of ManyMoats' proprietary subsystems. Recipient shall not file, prosecute, or participate in the filing of any patent application claiming priority to or reading upon Discloser's Confidential Information.
All Confidential Information disclosed by Discloser remains the sole, absolute, and exclusive property of ManyMoats and Brennan William DeCrow. Neither the execution of this Agreement nor the disclosure of Confidential Information shall be construed as granting, by implication, estoppel, or otherwise, any license, right, title, or interest under any patent, patent application, copyright, trademark, trade secret, or other intellectual property right of Discloser.
This Agreement shall govern all disclosures made between the Parties for a period of two (2) years from the Effective Date. Recipient's obligations shall survive termination for five (5) years from disclosure; provided, however, that all Trade Secrets of Discloser shall remain protected indefinitely for as long as they qualify as trade secrets, and all Patent Pending Inventions, algorithms, and proprietary architectures of ManyMoats shall remain protected perpetually or until publicly disclosed by Discloser without breach of this Agreement.
Recipient expressly agrees that any breach or threatened breach of this Agreement will cause immediate, irreparable, and irreparable harm to Discloser for which monetary damages alone would be completely inadequate. Discloser shall be entitled to seek and obtain immediate ex parte injunctive relief, specific performance, and other equitable remedies from any court of competent jurisdiction to restrain any actual or threatened violation, without being required to post bond or prove monetary damage.
Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint filed under seal in a lawsuit.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to conflict of law principles. Any legal action or proceeding shall be brought exclusively in the state or federal courts located in Los Angeles County, California. The Parties expressly agree that execution via electronic stylus capture through FileFriend (deploy/filefriend/sign.html) and cryptographic handoff envelopes constitutes a valid, legally binding signature under the E-SIGN Act (15 U.S.C. § 7001 et seq.) and California UETA (Cal. Civ. Code § 1633.1 et seq.).