Confidentiality & Non-Disclosure Agreement

This Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") between [DISCLOSER] ("Discloser"), and [RECIPIENT NAME], ("Recipient"). Discloser and Recipient are each a "Party" and together the "Parties."

1. Purpose. Discloser intends to disclose certain confidential information to Recipient solely so that Recipient may evaluate, test, or discuss Discloser's trading-analytics software known as Spinneret, including its methods, models, and related business plans (the "Purpose").

2. Confidential Information. "Confidential Information" means all non-public information disclosed by Discloser to Recipient, in any form, before or after the Effective Date, including without limitation: the software and any demonstration, trial access, screenshots, or recordings of it; source code, algorithms, signal logic, screening rules, entry and exit rules, position-sizing rules, stop and kill-switch protocols, regime-detection methods, and ranking models; backtest designs, results, sample sizes, and statistics; the idea log and any logged reads, calls, priors, tests, or falsifiers; trade plans and their contents; universe selections, including names tested and rejected; data-handling procedures and fact stores; account performance, fills, and P&L; product roadmaps, pricing, business plans, and customer or prospect lists; brand names, marks, and designs not yet publicly released; and any notes, analyses, or materials prepared by Recipient that contain or reflect such information. Information is Confidential Information whether or not it is marked as such if a reasonable person would understand it to be confidential given its nature and the circumstances of disclosure.

3. Exclusions. Confidential Information does not include information that Recipient can demonstrate by written records (a) was publicly available at the time of disclosure or later becomes publicly available through no fault of Recipient; (b) was rightfully known to Recipient without restriction before disclosure by Discloser; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; or (d) is independently developed by Recipient without use of or reference to the Confidential Information. Generally known trading concepts (for example, average true range, implied volatility, or the existence of options expiring daily) are not Confidential Information; Discloser's specific rules, thresholds, combinations, and results are.

4. Obligations of Recipient. Recipient shall: (a) hold the Confidential Information in strict confidence and use it only for the Purpose; (b) not disclose Confidential Information to any person other than Recipient's employees, contractors, or advisors who need to know it for the Purpose and who are bound by written confidentiality obligations at least as protective as this Agreement, and Recipient is responsible for any breach by such persons; (c) not copy, photograph, screen-record, reverse engineer, decompile, or attempt to derive the source code, algorithms, rules, or thresholds of the software; (d) not use the Confidential Information to develop, or assist anyone else in developing, any competing product, service, signal, or strategy; and (e) protect the Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

5. Non-Use of Methods. Without limiting Section 4, Recipient shall not, during the term of this Agreement and for [two (2)] years after, (a) trade for its own account or any other account using Discloser's specific rules, thresholds, triggers, or timing protocols disclosed under this Agreement; (b) publish, sell, distribute, or share signals, plans, or analyses derived from the Confidential Information; or (c) incorporate the Confidential Information into any newsletter, subscription service, trading community, model portfolio, or managed account. Recipient's independent trading, using its own methods or generally known techniques, is not restricted.

6. No Investment Advice. Recipient acknowledges that all Confidential Information, including any trade plan, signal, backtest, or logged read, is disclosed solely to evaluate software and is not investment advice, a recommendation, or an offer to buy or sell any security or contract. Discloser is not Recipient's investment adviser, broker, or fiduciary. Any trading decision Recipient makes is Recipient's own, and Recipient assumes all risk of loss. Past results shown in any Confidential Information, whether live or backtested, do not indicate future results.

7. Compelled Disclosure. If Recipient is required by law, regulation, or court order to disclose any Confidential Information, Recipient shall give Discloser prompt written notice (where legally permitted) so that Discloser may seek a protective order, and shall disclose only the minimum required.

8. Ownership; No License. All Confidential Information remains the sole property of Discloser. Nothing in this Agreement grants Recipient any license, ownership interest, or other right in the Confidential Information or in any patent, copyright, trademark, trade secret, or other intellectual property of Discloser, except the limited right to use the Confidential Information for the Purpose.

9. Feedback. If Recipient provides suggestions, comments, or other feedback about the software ("Feedback"), Discloser may use and incorporate the Feedback without restriction or compensation, and Recipient assigns to Discloser all right, title, and interest in the Feedback. Feedback does not include Recipient's own trading data, which remains Recipient's.

10. Return or Destruction. Upon Discloser's written request or the end of the Purpose, Recipient shall promptly return or destroy all Confidential Information in its possession, including copies and materials derived from it, and shall certify destruction in writing if asked. Recipient may retain one archival copy solely to the extent required by law, subject to this Agreement.

11. Term. This Agreement governs disclosures made during the [two (2)]-year period following the Effective Date. Recipient's obligations regarding Confidential Information survive for [five (5)] years after the date of each disclosure, except that obligations regarding source code, algorithms, rules, thresholds, and any information that constitutes a trade secret under applicable law survive for as long as such information remains a trade secret.

12. No Obligation; No Warranty. Nothing in this Agreement obligates either Party to enter into any further agreement or transaction. Confidential Information is provided "as is" without any warranty, express or implied, including any warranty of accuracy, completeness, or fitness for trading.

13. Remedies. Recipient acknowledges that unauthorized use or disclosure of Confidential Information would cause Discloser irreparable harm for which monetary damages would be inadequate. Discloser is therefore entitled to seek injunctive relief and specific performance, without posting bond, in addition to any other remedies available at law or in equity.

14. Assignment to Successor Entity. Discloser may assign this Agreement, without Recipient's consent, to Vitruvia LLC or any entity that acquires the Spinneret software or business, and the assignee succeeds to all of Discloser's rights.

15. Electronic Signatures. The Parties agree that this Agreement may be executed by electronic signature with the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act and applicable state law, and that the electronic record, including the signature image, timestamp, and document fingerprint generated at signing, is the authoritative record of execution.

16. Governing Law; Venue. This Agreement is governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE] for any dispute arising out of this Agreement.

17. General. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions. It may be amended only in a writing signed by both Parties. If any provision is held unenforceable, the remainder stays in effect. No waiver of any breach is a waiver of any other breach. Recipient may not assign this Agreement without Discloser's prior written consent. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.