Non-Disclosure Agreement.

Definitions

"Confidential Information" means any non-public technical, financial, commercial, operational, or strategic information disclosed by either Party to the other — including but not limited to: source code, algorithms, compression techniques, benchmark methodologies, engine architectures, corpus structures, cryptographic constructions, financial data, business strategies, and client relationships. Confidential Information includes information disclosed in writing, orally, electronically, or by any other means, and whether or not marked as confidential at the time of disclosure.

"Permitted Purpose" means the evaluation of auriglyph engine artefacts and technical documentation for the purpose of assessing a potential commercial, research, or integration partnership, under the specific scope agreed in the access-request reference assigned upon counter-signature.

"Artefacts" means any engine binaries, intermediate representations, benchmark corpora, test vectors, documentation, or derived materials disclosed under this Agreement.

Confidentiality Obligations

Each Party agrees to:

• Hold all Confidential Information in strict confidence, using at least the same degree of care applied to protect its own confidential information — and in no event less than reasonable care;
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing Party;
• Use Confidential Information solely for the Permitted Purpose and not for any competing purpose or commercial development outside of the agreed scope;
• Restrict access to Confidential Information to employees, officers, contractors, or advisors who (i) have a legitimate need to know for the Permitted Purpose, and (ii) are bound by confidentiality obligations at least as restrictive as those set forth herein.

Exclusions

Obligations of confidentiality do not apply to information that:

• Is or becomes publicly available through no act or omission of the receiving Party;
• Was rightfully in the receiving Party's possession prior to disclosure, without restriction;
• Is rightfully received from a third party who is not under a confidentiality obligation with respect to such information;
• Is independently developed by the receiving Party without use of or reference to the Confidential Information;
• Is required to be disclosed by applicable law, regulation, or valid court order — provided that the receiving Party gives prompt written notice to the disclosing Party and cooperates with any efforts to seek a protective order or equivalent relief.

Intellectual Property

Nothing in this Agreement grants either Party any licence, right, title, or interest in or to the other Party's Confidential Information or intellectual property, except the strictly limited right to use it for the Permitted Purpose during the term of this Agreement. All intellectual property rights — including patents, trade secrets, copyrights, and know-how — remain with the disclosing Party. No implied licences are granted.

The Counterparty shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or structures from any Artefacts, except where such activity is expressly permitted in writing by the Company.

Term and Survival

This Agreement is effective from the Effective Date and remains in force for 36 months, unless terminated earlier by either Party upon 30 days' written notice. Confidentiality obligations survive termination or expiration of this Agreement for an additional 36 months, and survive indefinitely with respect to any Artefacts that constitute trade secrets under applicable law.

Return or Destruction

Upon written request by the disclosing Party, or upon termination of this Agreement, the receiving Party shall promptly — and in any event within 10 business days — return or securely destroy all tangible and electronic Confidential Information in its possession and certify such return or destruction in writing. The receiving Party may retain one archival copy solely for compliance purposes, subject to continued confidentiality obligations.

Remedies

Each Party acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching 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, without the requirement to post a bond.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Colombia, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be submitted to the competent courts of Colombia, preferably Bogotá D.C., unless the Parties later agree otherwise in writing. Nothing in this clause prevents either Party from seeking urgent interim or injunctive relief from any court of competent jurisdiction in Colombia.

Electronic Execution

This Agreement may be executed electronically. Electronic signatures, checkbox consent, electronic records, timestamps, audit logs, DocuSeal submission IDs, and related technical evidence are valid and admissible to evidence the Parties' consent and execution of this Agreement to the same extent as handwritten signatures under applicable electronic commerce and signature laws.

Notices and Evidence Records

All notices related to this Agreement may be sent to [email protected]. The Company may retain signed PDFs, audit certificates, metadata, hashes, webhook payloads, IP addresses, user agents, timestamps, and email logs as legal evidence for the duration necessary to protect, prove, enforce, or defend this Agreement and any related access decision.

General

• Entire agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions, representations, and agreements.
• Amendments. No amendment or waiver of any provision is effective unless in writing and signed by both Parties.
• Severability. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, and the remaining provisions shall continue in full force and effect.
• No waiver. Failure to enforce any right under this Agreement shall not constitute a waiver of future enforcement.
• Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party; except that the Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.