By submitting the NDA form below, you (“Recipient”) acknowledge that you are entering into a binding Non-Disclosure Agreement with Talbot Simons, operating as MR-TBOT.com (“TBOT”), effective as of the date of your electronic signature below. The information you provided above will be used to identify you as a party to this Agreement.
TBOT intends to share certain confidential and proprietary information with you in connection with the purpose stated in this form, which may include but is not limited to: evaluation of projects, beta software testing, collaboration discussions, investment review, or creative and technical consultation.
Confidential Information means any and all non-public information disclosed by TBOT or MR-TBOT.com, whether orally, in writing, electronically, or by any other means, including but not limited to: software source code, object code, APIs, architectures, algorithms, and system designs at any stage of development; intellectual property including inventions, trade secrets, patents (pending or filed), trademarks, copyrights, creative works, visual content, audio-visual performances, and original creative concepts; business strategies, product roadmaps, marketing plans, pricing models, financial data, investor materials, and revenue projections; technical documentation, wireframes, prototypes, hardware configurations, network designs, and infrastructure specifications; customer and client lists, vendor relationships, partnership terms, and third-party information shared in confidence; any materials, data, or content accessed through beta testing programs, early access platforms, staging environments, or private repositories hosted under MR-TBOT.com or associated domains and accounts; and any information a reasonable person would understand to be confidential given the nature and circumstances of disclosure.
By checking the box below, you agree to the following obligations:
You will hold all Confidential Information in strict confidence and will not disclose it to any third party without the prior written consent of TBOT. You will use Confidential Information solely for the stated purpose and for no other purpose. You will not copy, reproduce, reverse engineer, decompile, disassemble, or create derivative works from any Confidential Information. You will not file any patent, trademark, copyright, or other intellectual property registration based on or derived from the Confidential Information. You will limit access to Confidential Information only to individuals with a legitimate need to know who are bound by equivalent confidentiality obligations. You will take all reasonable measures to protect the secrecy of the Confidential Information, using at minimum the same degree of care you use to protect your own confidential information. You will immediately notify TBOT in writing upon discovery of any unauthorized use, disclosure, or breach.
Exclusions: Confidential Information does not include information that was publicly available at the time of disclosure through no fault of yours; becomes publicly available after disclosure through no fault of yours; was already known to you prior to disclosure as demonstrated by written records; is independently developed by you without use of or reference to the Confidential Information; or is disclosed pursuant to a court order or legal requirement, provided you give TBOT prompt written notice and cooperate to seek protective measures.
Intellectual Property: All Confidential Information remains the exclusive property of TBOT and MR-TBOT.com. Nothing in this Agreement grants you any license, ownership, or rights to any intellectual property, trade secrets, software, creative works, or other proprietary materials. All materials provided must be returned or destroyed upon termination of this Agreement or upon written request.
Non-Solicitation: During the term of this Agreement and for two (2) years following any written release, you shall not directly or indirectly solicit, recruit, or hire any contractor, employee, collaborator, or partner of TBOT or MR-TBOT.com with whom you had contact or about whom you received Confidential Information.
Term: This Agreement is effective as of the date of your electronic signature and shall remain in full force and effect indefinitely until terminated by written release from TBOT or MR-TBOT.com. The obligations regarding non-disclosure, non-use, and intellectual property protection shall survive any termination of this Agreement or any business relationship between the parties, and shall continue in perpetuity unless expressly released in writing by TBOT.
Remedies: You acknowledge that any breach may cause irreparable harm for which monetary damages alone would be insufficient. TBOT shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies in addition to all remedies available at law or in equity.
Governing Law: This Agreement is governed by the laws of the State of Nevada, USA, without regard to conflict of law provisions. Disputes shall be subject to the exclusive jurisdiction of state and federal courts in Clark County, Nevada.
This Agreement constitutes the entire understanding between you and TBOT concerning its subject matter. It may not be amended except in writing signed by both parties. If any provision is found invalid or unenforceable, the remaining provisions remain in full force.