Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("NDA") is entered between BlackKey Intelligence ("BlackKey") and the user, organization, or representative ("Counterparty") who accepts it through the Platform or in a signed engagement document. Each party may act as Disclosing Party or Receiving Party.

1. Confidential Information

"Confidential Information" means non-public information disclosed by either party in any form, marked or reasonably understood to be confidential, including intakes, briefs, synthesis, strategies, financials, customer lists, technology, source code, prompts, models, and methodologies. BlackKey's proprietary research methodology and synthesis are Confidential Information of BlackKey by default.

2. Obligations

• Use Confidential Information only for the Purpose (evaluating and performing the engagement).
• Protect it with at least the same care used for one's own confidential information, and no less than reasonable care.
• Disclose only to personnel and subprocessors with a need to know, bound by equivalent confidentiality terms.
• Not use it to develop or train competing products, services, or models.

3. Exclusions

Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was lawfully known before disclosure, is independently developed without use of Confidential Information, or is rightfully received from a third party without confidentiality obligations.

4. Compelled disclosure

A Receiving Party may disclose Confidential Information to the extent required by law, provided it gives prompt notice (where legally permitted) so the Disclosing Party may seek a protective order.

5. Term & return

Confidentiality obligations survive for five (5) years after disclosure, and indefinitely for trade secrets. On request, the Receiving Party will return or destroy Confidential Information, except as required for backups or legal retention.

6. No license

Disclosure does not grant any license under patent, copyright, trademark, or trade-secret rights, except the limited right to use the information for the Purpose.

7. Equitable relief

The parties agree that breach may cause irreparable harm for which monetary damages are inadequate, and that injunctive relief is appropriate in addition to other remedies.

8. Governing law

This NDA is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles.