Mutual Non-Disclosure Agreement (Founding Partners)

Key Terms

• Confidential Information includes technical specifications, pricing models, roadmap, data schemas, architecture, and all non-public implementation details.
• Promotional discussion of Anticus' general vision and industry benefits is encouraged as free exposure.
• Use is limited to evaluating and implementing Anticus.
• No reverse engineering, technical disclosure to associations, or replication.
• Term: 5 years confidentiality; 12 months non-compete from termination.
• Law: England & Wales.

1. Parties

This Agreement is entered into between:

and [Company Name] ("Recipient"), together the "Parties."

2. Confidential Information

2.1 "Confidential Information" means all information disclosed by the Discloser relating to Anticus, including but not limited to:

• Software, source code, algorithms, and technical architecture
• Data models, databases, forecasts, and AI training logic
• Product roadmaps, strategy, customer and partner lists
• Financial, commercial, and marketing plans
• Business processes, workflows, and operational methods

2.2 Confidential Information may be disclosed in any form (oral, written, digital, visual).

3. Obligations of Recipient

The Recipient shall:

• Keep all Confidential Information strictly confidential.
• Use it solely for the purpose of evaluating and implementing Anticus as a Founding Partner.
• Not copy, disclose, or share with any third party without prior written consent.
• Not reverse engineer, decompile, or attempt to derive source code or methodologies.
• Not create, commission, or participate in any competing product, service, or platform that replicates Anticus functionality.
• Return or destroy all Confidential Information immediately upon request.

4. Intellectual Property Protection & Assignment

4.1 All intellectual property rights, inventions, concepts, and methodologies relating to Anticus remain the exclusive property of Anticus Technologies Ltd.

4.2 The Recipient acknowledges that Anticus represents proprietary business intelligence and coordination technology developed by Anticus Technologies Ltd.

4.3 The Recipient hereby irrevocably assigns to Anticus Technologies Ltd all right, title, and interest in any inventions, improvements, modifications, derivative works, feedback, suggestions, or enhancements created by or through the Recipient's access to or use of the Confidential Information. The Recipient agrees to execute any further documents and provide all reasonable cooperation necessary to perfect Anticus Technologies Ltd's rights in such intellectual property.

4.4 While promotional discussion of Anticus' general vision and industry benefits is encouraged, the Recipient shall not, directly or indirectly:

• Disclose technical specifications, architecture, data schemas, pricing models, or implementation details
• Replicate, copy, or create derivative works based on Anticus technical systems
• Assist trade associations, competitors, or developers in building similar coordination platforms
• Share Confidential Information with industry bodies for purposes of replication or competitive development
• Use Confidential Information to develop internal competing solutions

5. Non-Competition & Non-Solicitation

5.1 The Recipient shall not, during the term of this Agreement and for twelve (12) months thereafter:

• Build, commission, or participate in any coordination platform competing with Anticus
• Solicit Anticus Technologies Ltd's clients, partners, or team members
• Provide Confidential Information to trade associations or industry groups for competitive purposes

6. Exclusions

Obligations shall not apply to information which:

• Was lawfully known before disclosure;
• Is or becomes public other than through Recipient's breach;
• Is independently developed without use of Confidential Information.

7. Duration & Survival

7.1 Confidentiality obligations survive for five (5) years from disclosure, regardless of whether the Founding Partner relationship proceeds.

7.2 Clauses relating to Intellectual Property Assignment (Section 4.3), Governing Law, and Injunctive Relief survive termination indefinitely.

7.3 The Non-Competition obligations (Section 5) survive termination and apply for the twelve (12) month period specified therein.

8. Liquidated Damages

8.1 The Parties acknowledge that breach of this Agreement would cause substantial and irreparable harm to Anticus Technologies Ltd that cannot be adequately compensated by monetary damages alone.

8.2 In the event of material breach, including but not limited to:

• Unauthorized disclosure of Confidential Information
• Reverse engineering or replication of Anticus
• Creating or commissioning competing products using Confidential Information

The Recipient shall pay liquidated damages of £250,000 (two hundred and fifty thousand pounds sterling) to Anticus Technologies Ltd, in addition to any other remedies available at law or equity.

8.3 This liquidated damages provision represents a genuine pre-estimate of loss and is not a penalty.

9. Injunctive Relief

The Recipient acknowledges that breach of this Agreement would cause irreparable harm to Anticus Technologies Ltd for which monetary damages would be an inadequate remedy.

Anticus Technologies Ltd is entitled to seek immediate injunctive relief to prevent or remedy any breach, in addition to all other remedies available at law or equity.

10. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England & Wales.

The courts of England & Wales shall have exclusive jurisdiction over any disputes arising from or related to this Agreement.

11. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding confidentiality and supersedes all prior discussions or agreements on this subject.

12. Execution