This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date last signed below ("Effective Date") by and between the parties identified herein for the purpose of evaluating a potential investment or business relationship.
Disclosing Party
AngelsDX Corporation
A Wyoming corporation, owner of the NewKingdom SKL ecosystem and associated intellectual property
Receiving Party
[Investor Name]
Prospective investor reviewing confidential business and investment materials
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Definition of Confidential Information
"Confidential Information" means any and all non-public information disclosed by either party, including but not limited to:
- Business plans, strategies, and financial projections
- Patent applications, trade secrets, and technical specifications
- Token economics, distribution schedules, and liquidity strategies
- Customer lists, partnership agreements, and vendor relationships
- Software source code, algorithms, and system architectures
- Investment terms, valuation methodologies, and deal structures
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Obligations of Receiving Party
The Receiving Party agrees to:
- Hold all Confidential Information in strict confidence
- Not disclose Confidential Information to any third party without prior written consent
- Use Confidential Information solely for evaluating the potential investment opportunity
- Protect Confidential Information using at least the same degree of care used for their own confidential information
- Limit internal access to those with a need-to-know basis
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Exclusions
Confidential Information does not include information that:
- Was publicly known at the time of disclosure
- Becomes publicly known through no fault of the Receiving Party
- Was in the Receiving Party's possession prior to disclosure
- Is independently developed without use of Confidential Information
- Is disclosed pursuant to a court order (with prior notice to Disclosing Party)
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Term and Duration
This Agreement shall remain in effect for a period of three (3) years from the Effective Date. Obligations regarding trade secrets and patent-related information shall survive in perpetuity or until such information becomes publicly available through legitimate means.
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Return of Materials
Upon request or upon termination of investment discussions, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and shall certify such destruction in writing upon request.
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No License Granted
Nothing in this Agreement grants the Receiving Party any license or rights in any intellectual property, patents, trademarks, or trade secrets of the Disclosing Party. All Confidential Information remains the exclusive property of the Disclosing Party.
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Remedies
The parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. The Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or equity.
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Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Wyoming.