Legal Agreement

Non-Disclosure Agreement

Effective Date: Upon electronic acceptance

1. Parties

This Non-Disclosure Agreement ("Agreement") is entered into between Sentinel Robotics Inc., a Delaware corporation ("Disclosing Party"), and the individual or entity accepting this Agreement electronically ("Receiving Party").

2. Purpose

The Disclosing Party wishes to share certain confidential information with the Receiving Party for the purpose of evaluating a potential investment opportunity in Sentinel Robotics Inc. ("Purpose").

3. Confidential Information

"Confidential Information" means any and all non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by any other means, including but not limited to:

  • Business plans, strategies, and projections
  • Financial information and forecasts
  • Technical data, designs, and specifications
  • Product roadmaps and development plans
  • Customer and supplier information
  • Pricing and cost structures
  • Marketing strategies and materials
  • Any information marked as "Confidential" or that a reasonable person would understand to be confidential

4. Obligations

The Receiving Party agrees to:

  • Hold all Confidential Information in strict confidence
  • Not disclose Confidential Information to any third party without prior written consent
  • Use Confidential Information solely for the Purpose
  • Protect Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care
  • Limit access to Confidential Information to those who have a need to know for the Purpose
  • Not copy, reproduce, or distribute Confidential Information except as necessary for the Purpose

5. Exclusions

Confidential Information does not include information that:

  • Is or becomes publicly available through no fault of the Receiving Party
  • Was rightfully in the Receiving Party's possession prior to disclosure
  • Is independently developed by the Receiving Party without use of Confidential Information
  • Is rightfully obtained from a third party without restriction on disclosure
  • Is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party

6. Term

This Agreement shall remain in effect for a period of two (2) years from the date of electronic acceptance. The obligations of confidentiality shall survive the termination of this Agreement for a period of two (2) years.

7. Return of Materials

Upon request by the Disclosing Party or upon termination of discussions, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and shall certify such destruction in writing if requested.

8. No License

Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information, except the limited right to use such information for the Purpose. No license, express or implied, is granted under any patent, trademark, copyright, or other intellectual property right.

9. No Obligation

Nothing in this Agreement obligates either party to proceed with any transaction or relationship. Either party may terminate discussions at any time without liability.

10. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Delaware.

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

13. Electronic Acceptance

By checking the acceptance box on the investor materials request form, the Receiving Party agrees to be bound by the terms of this Agreement. Such electronic acceptance shall have the same legal effect as a handwritten signature.

Questions about this agreement? Contact legal@sentinel-factory.com