Non-Disclosure Agreement — Soul In PsyAbstract LLC
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date signed below between:
Soul In PsyAbstract LLC, a Delaware limited liability company, EIN 30-1491964, with registered address at 131 Continental Dr Suite 305, Newark, DE 19713 ("SIPA"), and
_____________________________ ("Recipient"), located at _____________________________.
1. Purpose
The parties wish to explore a potential business relationship (the "Purpose") and may disclose confidential information to each other in connection with this Purpose.
2. Confidential Information
"Confidential Information" means any non-public information disclosed by either party, including but not limited to:
- Business plans, strategies, and financial projections
- Technical architecture, source code, and AI system design (including SIPA OS, MLL layers, SIPA Protocol Zero)
- Product roadmaps and unreleased features
- Customer and user data
- API keys, credentials, and security protocols
- Proprietary algorithms and ML models
- Investor terms and fundraising details
- Art collection details, pricing, and unreleased works
3. Obligations
Each party agrees to:
(a) Hold all Confidential Information in strict confidence
(b) Not disclose Confidential Information to any third party without prior written consent
(c) Use Confidential Information solely for the Purpose
(d) Limit access to employees or contractors with a need to know, bound by equivalent confidentiality obligations
(e) Notify the disclosing party promptly upon discovering any unauthorized disclosure
4. Exclusions
Confidential Information does not include information that:
(a) Is or becomes publicly known through no breach of this Agreement
(b) Was already known to the Recipient before disclosure
(c) Is independently developed by the Recipient without use of Confidential Information
(d) Is required to be disclosed by law or court order (with prompt written notice to the disclosing party)
5. Intellectual Property
Nothing in this Agreement grants any license or rights to any intellectual property. All Confidential Information remains the sole property of the disclosing party.
SIPA OS architecture, MLL framework, SIPA Crisis Rail, and all related systems remain proprietary to Soul In PsyAbstract LLC under the SIPA CORE CANON PROTOCOL.
6. Term
This Agreement shall remain in effect for two (2) years from the date of signing, unless terminated earlier by mutual written consent. Obligations regarding trade secrets survive indefinitely.
7. Return of Information
Upon request or termination, each party shall promptly return or destroy all Confidential Information of the other party and certify such destruction in writing.
8. Governing Law
This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Delaware.
9. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior discussions on this subject.
Signatures
Soul In PsyAbstract LLC
Signature: ____________________
Name: Marina (Aelin) Davidov
Title: Founder & CEO
Date: ____________________
Recipient
Signature: ____________________
Name: ____________________
Title: ____________________
Date: ____________________
This template is provided for reference. For legally binding use, have this document reviewed by qualified legal counsel.