1. PURPOSE

Recipient is requesting temporary access to evaluate one or more Protected Platforms solely for potential business, licensing, investment, partnership, or purchasing discussions.

Recipient understands that all access is confidential, restricted, temporary, revocable, and subject to the terms of this Agreement.

2. CONFIDENTIAL INFORMATION

Recipient acknowledges that the Protected Platforms contain valuable confidential, proprietary, and trade secret information including but not limited to: Software systems, AI systems, Algorithms, Predictive engines, Prompt engineering structures, Machine learning methods, Scoring systems, APIs, Databases, User interfaces, Source code, Backend architecture, Automation systems, Workflows, Business logic, Revenue models, Licensing structures, Marketing systems, Sales funnels, Pricing structures, and more.

3. NON-DISCLOSURE OBLIGATIONS

Recipient agrees that for a period of FIVE (5) YEARS from the Effective Date, Recipient shall not directly or indirectly:

• Disclose Confidential Information to any third party
• Share screenshots, recordings, notes, summaries, or derivative concepts
• Reproduce any portion of the Protected Platforms
• Reverse engineer any software or automation systems
• Use Confidential Information to create competing products or services
• Train AI systems using Confidential Information

4. NON-CIRCUMVENTION

Recipient agrees not to circumvent, bypass, avoid, or interfere with Owner's business relationships, partnerships, vendors, licensing opportunities, clients, customers, contractors, affiliates, or strategic contacts introduced through access to the Protected Platforms.

5. INTELLECTUAL PROPERTY OWNERSHIP

All intellectual property associated with the Protected Platforms shall remain the exclusive property of Owner. Recipient shall not reverse engineer, imitate, clone, replicate, decompile, scrape, extract, train models from, adapt, modify, commercialize, license, or create derivative works.

6. LIQUIDATED DAMAGES & INJUNCTIVE RELIEF

Recipient acknowledges that unauthorized disclosure, misuse, copying, circumvention, reverse engineering, or competitive use of Confidential Information may subject Recipient to liquidated damages of ONE MILLION DOLLARS ($1,000,000) per breach event, injunctive relief, and recovery of attorney's fees.

7. GOVERNING LAW

This Agreement shall be governed exclusively by the laws of the State of California. Any disputes shall be resolved exclusively in the courts located within the State of California.

14. ACKNOWLEDGMENT

Recipient acknowledges that they have read this Agreement, understand the obligations herein, understand the confidential nature of the Protected Platforms, and voluntarily agree to these terms prior to access.