This Non-Disclosure Agreement (the “Agreement”) is entered into as of the Effective Date above by and between
Mojixo Inc., together with its affiliates, successors, and assigns (“Mojixo”), and the undersigned individual or entity
(“Recipient”). Mojixo and Recipient may be referred to individually as a “Party” and collectively as the “Parties.”
1. Purpose
Recipient desires to evaluate, discuss, or explore Mojixo’s products, services, technology, automation workflows, and/or potential
business opportunities, including but not limited to Mojixo.io, any related APIs, tools, internal workflows, AI agents, systems,
prototypes, client solutions, and brand strategies (the “Purpose”). In connection with the Purpose, Mojixo may disclose certain
Confidential Information (as defined below) to Recipient.
2. Definition of Confidential Information
“Confidential Information” means any non-public information, in any form (written, oral, visual, electronic, or otherwise),
disclosed by or on behalf of Mojixo to Recipient, whether before or after the Effective Date, including without limitation:
All information relating to Mojixo.io, its code, architecture, APIs, integrations, automations, workflows, processes,
decision trees, and any underlying logic or design;
All product designs, feature roadmaps, UX/UI designs, mockups, branding, trademarks, trade dress, visual likeness, mascots
(including “Moxi”), logos, styles, color schemes, and other brand assets;
Customer and prospect lists, pricing, proposals, internal documentation, playbooks, onboarding/offboarding flows, and operational
procedures;
Technical data, system diagrams, infrastructure details, Cloudflare configurations, security practices, and any associated
documentation;
Any information that, by its nature or the circumstances of disclosure, would reasonably be understood to be confidential,
whether or not labeled as “confidential.”
Confidential Information does not include information that Recipient can demonstrate by written records:
was publicly known and generally available prior to disclosure by Mojixo;
becomes publicly known and generally available after disclosure by Mojixo through no action or inaction of Recipient;
was lawfully in Recipient’s possession, without restriction, prior to disclosure by Mojixo; or
is independently developed by Recipient without use of, or reference to, any Confidential Information.
3. Non-Use and Non-Disclosure
Recipient shall hold all Confidential Information in strict confidence and shall not disclose, publish, or disseminate any
Confidential Information to any third party without Mojixo’s prior written consent.
Recipient shall use Confidential Information solely for the Purpose and for no other purpose, including without limitation
any competing, derivative, or imitative product or service.
Recipient shall not, directly or indirectly, clone, copy, scrape, export, reverse engineer, decompile, or otherwise attempt to
recreate any Mojixo code, workflows, automations, branding, likeness, visual identity, or product experience.
4. Standard of Care
Recipient shall protect the confidentiality of the Confidential Information using at least the same degree of care that Recipient
uses to protect its own confidential information of a similar nature, and in no event less than a commercially reasonable standard
of care. Recipient shall limit access to Confidential Information to those of its employees, contractors, or advisors who have a
legitimate “need to know” in connection with the Purpose and who are bound by obligations of confidentiality at least as protective
as those set forth in this Agreement.
5. Intellectual Property and No License
All right, title, and interest in and to Mojixo’s Confidential Information and all related intellectual property, including but
not limited to patents, copyrights, trade secrets, trademarks, logos, brand names, product designs, workflow logic, and any
improvements or derivative works thereof, shall remain solely and exclusively with Mojixo.
Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use
any Mojixo intellectual property, except as expressly required to evaluate the Purpose.
6. Non-Circumvention and No Cloning
Recipient agrees not to use any Confidential Information to compete with Mojixo, to build or assist in building any product,
platform, workflow, or service that is substantially similar to or derived from Mojixo’s technology, branding, or automations.
Recipient shall not copy or reuse any Mojixo proprietary UI, creative assets, brand likeness (including the “Moxi” character and
Mojixo’s visual identity), or underlying code in a manner that would cause confusion or dilute Mojixo’s brand.
7. Compelled Disclosure
If Recipient is required by law, regulation, or valid court order to disclose any Confidential Information, Recipient may do so
only to the extent legally required, provided that (where legally permitted) Recipient promptly notifies Mojixo in writing of
such requirement and cooperates with Mojixo, at Mojixo’s expense, in seeking a protective order or other appropriate remedy.
8. Term and Survival
This Agreement shall commence on the Effective Date and shall continue for a period of five (5) years, unless terminated earlier
by Mojixo in writing.
Notwithstanding any expiration or termination, Recipient’s obligations with respect to Confidential Information disclosed hereunder
shall continue for five (5) years from the date of each disclosure, or for as long as such information continues to qualify as a
trade secret under applicable law, whichever is longer.
If Recipient later becomes an employee, contractor, or official partner of Mojixo, this Agreement may be supplemented or superseded
by a separate written agreement, but any prior confidentiality obligations shall continue to apply to past disclosures unless
expressly released in writing by Mojixo.
9. Remedies and Injunctive Relief
Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm
to Mojixo for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity,
Mojixo shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, or other equitable
relief, without the necessity of posting bond or proving actual damages.
10. No Warranty
All Confidential Information is provided “as is” and Mojixo makes no representations or warranties, express or implied, regarding its
accuracy, completeness, or fitness for a particular purpose. Mojixo shall not be liable for any use of the Confidential Information
by Recipient.
11. Limitation of Liability
To the maximum extent permitted by applicable law, Mojixo shall not be liable to Recipient for any indirect, incidental, special,
consequential, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages.
12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal
laws of Canada applicable therein, without regard to conflicts of law principles. The Parties agree that any dispute arising out of
or relating to this Agreement shall be brought exclusively in the courts located in British Columbia, and the Parties hereby consent
to the personal jurisdiction of such courts.
13. Miscellaneous
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all
prior or contemporaneous understandings, whether written or oral, relating to such subject matter.
Any amendment or modification of this Agreement must be in writing and signed or electronically accepted by both Parties.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
No failure or delay by Mojixo in exercising any right, power, or remedy shall operate as a waiver of such right, power, or remedy.
Recipient may not assign or transfer this Agreement or any rights or obligations hereunder without Mojixo’s prior written consent.
14. Electronic Acceptance
By typing your full name below, checking the “I agree” box, and clicking the “Sign & Submit NDA” button, you acknowledge and agree that:
(a) you have read and understood this Agreement; (b) you are authorized to enter into this Agreement; and (c) your electronic
acceptance constitutes your valid and binding signature, with the same force and effect as a handwritten signature on a paper copy
of this Agreement.