This Mutual Non-Disclosure & Non-Circumvention Agreement ("Agreement") is entered into as of the date of execution below ("Effective Date") between ROSE COMPUTE LLC, a Texas limited liability company ("ROSE"), and the undersigned individual or entity ("Recipient"). ROSE and Recipient are each a "Party" and collectively the "Parties."
1. Confidential Information.
"Confidential Information" means any non-public information disclosed by either Party to the other, in any form, including but not limited to: technical designs; provisional and non-provisional patent applications; specifications; bills of materials; performance data; pricing; supplier and customer identities; partnership and investment terms; financial information; business strategy; and any derivative works thereof. ROSE's interlocking compute panel system, integrated liquid cooling design, DC microgrid backplane, and all related provisional patent filings are expressly designated Confidential Information.
2. Permitted Use.
Recipient shall use Confidential Information solely to evaluate a potential business relationship with ROSE (the "Purpose"). Recipient shall not use Confidential Information to develop, manufacture, market, or sell any competing product, nor to file any patent application that incorporates, derives from, or is materially informed by Confidential Information.
3. Non-Disclosure.
Recipient shall hold Confidential Information in strict confidence, protect it with at least the same degree of care it uses for its own most sensitive confidential information (and in no event less than reasonable care), and disclose it only to Recipient's directors, officers, employees, attorneys, accountants, and financial advisors who have a need to know for the Purpose and who are bound by written confidentiality obligations at least as protective as those in this Agreement.
4. Non-Circumvention.
Recipient shall not, directly or indirectly, contact, solicit, transact with, or attempt to bypass ROSE in dealings with any supplier, manufacturer, partner, investor, lender, customer, or end-user introduced to Recipient by ROSE, for a period of five (5) years from the Effective Date, except through ROSE or with ROSE's prior written consent.
5. Intellectual Property.
All Confidential Information remains the sole and exclusive property of the disclosing Party. No license, assignment, or other right in any patent, trademark, copyright, trade secret, or other intellectual property is granted by this Agreement, by implication, estoppel, or otherwise. Recipient shall not reverse engineer, decompile, disassemble, or attempt to derive the source design of any prototype, sample, or article disclosed by ROSE.
6. Exclusions.
Confidential Information does not include information that: (a) was already known to Recipient without a confidentiality obligation prior to disclosure; (b) is or becomes publicly known through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a confidentiality obligation; or (d) is independently developed by Recipient without use of or reference to Confidential Information, as evidenced by contemporaneous written records.
7. Term.
This Agreement is effective from the Effective Date and continues for five (5) years. Recipient's obligations of confidentiality and non-circumvention survive termination and continue for the full term irrespective of any business relationship between the Parties.
8. Equitable Relief.
Recipient acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages are an inadequate remedy. ROSE shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, without the requirement to post bond.
9. Return or Destruction.
Upon written request by ROSE, Recipient shall promptly return or, at ROSE's option, destroy all Confidential Information in Recipient's possession or control and certify such destruction in writing.
10. Governing Law; Venue.
This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The exclusive venue for any dispute is the state or federal courts located in Harris County, Texas, and the Parties consent to personal jurisdiction therein.
11. Entire Agreement; Electronic Signature.
This Agreement constitutes the entire agreement of the Parties on its subject matter and supersedes all prior negotiations and understandings. By typing the Recipient's full legal name in the signature block below and clicking "I Agree & Sign," Recipient consents to conduct this transaction by electronic means under the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and the Texas Uniform Electronic Transactions Act, and Recipient's typed name constitutes Recipient's legal electronic signature with the same force and effect as a handwritten signature.
