Auctoric architecture briefings contain proprietary technical trade secrets, autonomous policy orchestration engines, and patent-pending multi-model routing methods. Prior to receiving briefing materials or live demonstrations, an executed Evaluator Confidentiality Agreement is mandatory. Review below; execution enables once you scroll to the end.
Auctoric Mutual Non-Disclosure and Confidentiality Agreement
AUCTORIC MUTUAL NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
THIS MUTUAL NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT (hereinafter referred to as the "Agreement") is entered into and made effective as of the date of electronic execution and cryptographic verification ("Effective Date") by and between AUCTORIC, INC., a corporation organized and existing under the laws of Florida (hereinafter referred to as "AUCTORIC"), and the evaluating individual and/or entity identified herein (hereinafter referred to as "COMPANY" or "EVALUATOR").
RECITALS:
AUCTORIC and COMPANY (hereinafter together called "Parties" or individually "Party") intend to enter into discussions and technical evaluations relating to: Sovereign AI Operating Systems, autonomous multi-model routing architectures, cryptographic attestation frameworks, System Security Plans, security compliance evidence packages, and proprietary intellectual property (the "Purpose").
These discussions and evaluations may or may not result in a contract, teaming agreement, commercial licensing agreement, audit certification, or other business relationship between the Parties related to the possible deployment of products or services with respect to the Purpose.
While conducting technical evaluations, audit verifications, and briefings between the Parties, it will be necessary and desirable for the Parties to disclose certain proprietary information (including Confidential Information and Trade Secrets, as defined below) to the other Party, their employees, officers, directors, and authorized technical agents.
To ensure that such Confidential Information and Trade Secrets disclosed by each Party to the other will not be subsequently disclosed or misused by the other Party to the disclosing Party's detriment, the Parties agree to be strictly bound to the terms and conditions of this Agreement.
The Parties both acknowledge and agree that each Party has developed and/or acquired its respective Confidential Information and Trade Secrets at great effort and significant expense. Each Party hereby further acknowledges that the Confidential Information and Trade Secrets of the other Party are essential to the future success of each Party disclosing the same, and that the unauthorized disclosure, misuse, reverse-engineering, or decompilation thereof would cause the disclosing Party irreparable and significant harm.
In consideration of the mutual promises, covenants, and undertakings contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.0 CONFIDENTIAL INFORMATION:
For purposes of this Agreement, "Confidential Information" shall mean information that is proprietary as to the Party hereto which discloses same and is not generally known to the public or cannot be properly obtained other than through the Party disclosing same. This includes, but is not limited to, the following types of information and other information of a similar nature: patent applications, designs, prototypes, trade names, trademarks, trade dress, Trade Secrets, know-how, copyrights, patentable ideas and patents, proprietary algorithms, autonomous agent execution frameworks, multi-model consensus routing methods, software programs and source documents (in various stages of development), designs, drawings, architectural schematics, techniques, specifications, models, prototypes, source code, object code, API endpoints, SDK implementations, internal audit trails, security penetration test dossiers, threat modeling catalogs, hardware security module (HSM) attestation proofs, documentation, vendor names, business plans, financial projections, customer lists, product roadmaps, pricing models, product schematics, and bills of materials.
For purposes of this Agreement, "Trade Secret" means any formula, pattern, compilation, program, device, method, technique, or process that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, pursuant to the Florida Uniform Trade Secrets Act (Fla. Stat. § 688.002 et seq.).
Confidential Information shall not include information that:
(i) was known to the public at the time of disclosure without breach of this Agreement;
(ii) becomes known to the public (other than by act or omission of the receiving Party) after disclosure;
(iii) is developed independently by the receiving Party without reference to or reliance upon the Confidential Information provided by the disclosing Party, as established by contemporaneous written records; or
(iv) is required by applicable law, regulation, or valid court order to be disclosed by the receiving Party, provided that prompt prior written notice of such required disclosure is delivered to the disclosing Party to permit the seeking of a protective order.
2.0 NONDISCLOSURE & NON-USE:
Each Party to this Agreement (for purposes of this Agreement, the "Receiving Party") agrees to maintain in strictest confidence any and all Confidential Information of the Party disclosing such Confidential Information (the "Disclosing Party") which the Receiving Party learns, acquires, accesses, or reviews during any discussions, evaluations, briefings, or clearance sessions between the Parties.
In the event that the Receiving Party is uncertain whether particular information constitutes Confidential Information, the Receiving Party shall treat such information as strictly Confidential Information unless informed in writing by the Disclosing Party to the contrary.
Except in direct furtherance of the Purpose, or unless specifically authorized in prior writing, the Receiving Party may not sell, license, lease, commercialize, copy, reproduce, reverse-engineer, decompile, disassemble, publish, or disclose any Confidential Information to any third party.
The Receiving Party acknowledges that neither it nor any of its Affiliates shall acquire any right, title, or interest in or to any intangible property or intellectual property of the Disclosing Party, including but not limited to the Confidential Information, Trade Secrets, patents, copyrights, and trademarks of the Disclosing Party. All such property shall remain the exclusive proprietary property of the Disclosing Party or its assignees.
3.0 OWNERSHIP OF INTELLECTUAL PROPERTY:
The Receiving Party agrees that all intellectual property, inventions, improvements, architectures, modifications, and derivative works developed in connection with, or as a direct or indirect result of, the disclosure or evaluation of Confidential Information by the Disclosing Party shall inure to and remain the sole and exclusive property of the Disclosing Party. The Receiving Party agrees to execute and deliver all reasonable instruments and assignments necessary to vest full title and interest to such intellectual property in the Disclosing Party.
4.0 STANDARD OF CARE & REASONABLE DILIGENCE:
The Parties agree to exercise at least the same degree of care to preserve and safeguard the confidentiality of the Disclosing Party's Confidential Information that they use to protect their own highly confidential information and trade secrets of like nature, but in no event less than a reasonable degree of care adhering to recognized federal cybersecurity standards (including NIST SP 800-53 Rev. 5 / NIST SP 800-171 / ISO 27001). Access to Confidential Information shall be strictly restricted to those employees, contractors, accredited 3PAO assessors, and legal representatives who have a definite need to know in connection with the Purpose and who are bound by non-disclosure agreements with terms at least as restrictive as those contained herein.
5.0 RETURN OR CERTIFIED DESTRUCTION OF MATERIALS:
All files, records, documents, architectural schematics, cryptographic keys, tokens, session credentials, audit evidence packages, and similar items relating to the Disclosing Party which come into the possession or control of the Receiving Party shall remain the exclusive property of the Disclosing Party. Upon written request of the Disclosing Party or upon expiration or termination of this Agreement, the Receiving Party shall immediately return to the Disclosing Party, or securely destroy and certify in writing the permanent destruction of, all Confidential Information, including all copies, summaries, extracts, and derivatives thereof.
6.0 LIMITED NON-SOLICITATION:
Each Party agrees that for a period of two (2) years following the Effective Date or termination of this Agreement, neither Party will solicit, recruit, or induce, in any manner, whether directly or indirectly, any executive officer, core AI research engineer, cryptography specialist, or key employee of the other Party to terminate their employment or engagement with the other Party.
7.0 REMEDIES & INJUNCTIVE RELIEF WITHOUT BOND:
Because of the sensitive and unique nature of the Confidential Information and Trade Secrets, the Receiving Party understands, acknowledges, and agrees that any violation, breach, or threatened breach of this Agreement by the Receiving Party will cause immediate, irreparable, and significant injury and harm to the Disclosing Party for which monetary damages alone would be inadequate compensation.
Accordingly, the Receiving Party agrees that, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek and obtain preliminary and permanent injunctive relief, specific performance, and other equitable remedies against the breach or threatened breach of this Agreement, without the requirement of posting a bond, undertaking, or other security.
In any action, arbitration, or judicial proceeding arising out of or related to the enforcement of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable attorneys' fees, expert witness fees, litigation costs, and administrative expenses incurred in connection therewith.
8.0 GOVERNING LAW & EXCLUSIVE VENUE:
This Agreement shall be interpreted, governed by, and enforced in accordance with the substantive laws of the State of Florida, without regard to its conflict of law principles. The Parties specifically designate the Florida Uniform Trade Secrets Act (Fla. Stat. § 542.335 and § 688.001 et seq.) as governing all proprietary trade secret and restrictive covenant protections.
The Parties hereby irrevocably consent and submit to the exclusive personal jurisdiction and venue of the state courts located in Martin County, Florida, or the United States District Court for the Southern District of Florida, for the resolution of any dispute, controversy, claim, or enforcement proceeding arising under or in connection with this Agreement.
9.0 SEVERABILITY & REFORMATION:
If any provision or portion of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the Parties intend that such provision be reformed and reduced in scope, duration, or geographic reach to the minimum extent necessary to render it valid and enforceable under applicable Florida law. The remaining provisions of this Agreement shall remain in full force and effect.
10.0 ENTIRE AGREEMENT & AMENDMENT:
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations, discussions, and understandings, whether oral or written. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in writing and duly signed or cryptographically authenticated by authorized representatives of both Parties.
11.0 ELECTRONIC EXECUTION & DPoP TOKEN ATTESTATION:
The Parties agree that electronic execution, cryptographic click-through assent, and DPoP hardware-bound session token minting shall constitute legally binding signatures under the Florida Uniform Electronic Transaction Act (UETA, Fla. Stat. § 668.50) and the Federal E-SIGN Act (15 U.S.C. § 7001 et seq.).[END OF AGREEMENT • COVENANTS VERIFIED]
