Mutual Non-Disclosure Agreement (NDA)

1. Definition of Confidential Information

“Confidential Information” means all non-public information disclosed by Company—whether oral, visual, or written— including without limitation: models, datasets, prompts, system architectures, roadmaps, research, source code, licensing frameworks, commercial strategy, pricing, security procedures, audit artifacts, and any derivatives thereof.

2. Purpose & Permitted Use

Confidential Information may be used solely to evaluate a commercial relationship with Company and for no other purpose. Public release, redistribution, training, reverse engineering, or benchmarking against competitors without prior written consent is prohibited.

3. Obligations

• Protect at least to the standard used for Recipient’s own confidential information (and no less than reasonable care).
• Share only with employees/contractors who have a “need to know” and are bound by confidentiality obligations no less protective than this Agreement.
• Do not remove or alter proprietary notices.
• Notify Company immediately upon any suspected or actual unauthorized disclosure.

4. Exclusions

• Information previously known by Recipient without obligation;
• Information independently developed without reference to Company’s Confidential Information;
• Information that becomes public through no fault of Recipient;
• Information required to be disclosed by law or court order (with prompt notice to Company where lawful).

5. Term & Return

This Agreement remains in force for three (3) years from last disclosure, except trade secrets which remain protected so long as they qualify as trade secrets. Upon request, Recipient must promptly return or destroy all Confidential Information and certify deletion of digital copies.

6. No License; No Warranty

No intellectual property licenses are granted by this Agreement, whether by implication or otherwise. All Confidential Information is provided “as-is.”

7. Remedies

Recipient acknowledges that unauthorized use or disclosure may cause irreparable harm. Company is entitled to injunctive relief in addition to other available remedies.

8. Governing Law & Venue

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflicts of law. Venue and jurisdiction lie exclusively in Delaware state or federal courts.

9. Requests

To receive a countersigned copy of the Mutual NDA or to arrange secure datasets/briefings, email legal@rambertmind.com.

See also: Privacy Policy · IP Lock · ToS