Cipherion demonstrations include proprietary detection methodologies, agent governance architectures and unpublished capability roadmaps. This mutual agreement protects both parties and permits a deeper, more transparent technical discussion.
Mutual Non-Disclosure and Intellectual Property Protection Agreement
Effective as of the date of electronic execution below
This Mutual Non-Disclosure and Intellectual Property Protection Agreement ("Agreement") is entered into by and between Cipherion Inc., a corporation organized under the laws of the State of Delaware, with principal offices in Dallas, Texas ("Cipherion"), and the organization identified by the undersigned signatory below ("Recipient") (each a "Party" and collectively, the "Parties").
1. Purpose
The Parties wish to explore a potential business relationship involving Cipherion's proprietary identity security technologies, AI governance platform, and related systems (the "Purpose"). In connection therewith, each Party may disclose Confidential Information to the other. This Agreement establishes the terms under which such information is shared and the principled boundaries that protect what belongs to each Party.
2. Confidential Information
"Confidential Information" means all non-public information disclosed by either Party, directly or indirectly, whether orally, in writing, electronically, by demonstration, or through observation, including but not limited to:
(a) Technical and Product Information: software architectures, detection methodologies, AI agent governance protocols, source code, algorithms, data structures, system configurations, APIs, security frameworks, evidence collection systems, behavioral analytics models, product roadmaps, and proprietary tools;
(b) Design and Conceptual Information: design philosophies, architectural approaches, user experience paradigms, visual identity systems, interaction patterns, conceptual frameworks, strategic methodologies, and the distinctive character, structure, and presentation of the Disclosing Party's platforms and technologies;
(c) Business Information: strategies, financial projections, pricing models, customer information, partnership structures, market analyses, and operational processes;
(d) Derivative Impressions: any understanding, insight, impression, or knowledge derived from exposure to Confidential Information, including awareness of how systems, concepts, or approaches function in principle, even if specific technical details are not retained.
3. Obligations of Receiving Party
The Receiving Party shall: (a) hold all Confidential Information in strict confidence, exercising at minimum the same degree of care used to protect its own most sensitive proprietary information; (b) not disclose Confidential Information to any third party without prior written consent; (c) restrict internal access exclusively to personnel with a direct and documented need to know, each bound by obligations no less restrictive than this Agreement; (d) not use Confidential Information for any purpose beyond evaluating the Purpose defined herein; and (e) immediately notify the Disclosing Party of any unauthorized disclosure or use upon becoming aware of such.
4. Non-Circumvention and Protection of Ideas
The Receiving Party agrees that it shall not, directly or indirectly, whether through its own efforts or through any agent, affiliate, contractor, or third party:
(a) Use any Confidential Information to develop, design, engineer, or inform the creation of any product, service, platform, system, or methodology that is comparable to, competitive with, or derived from the Disclosing Party's technologies or approaches;
(b) Replicate, imitate, or reconstruct the conceptual framework, architectural design principles, governance philosophy, visual identity, user experience paradigm, or strategic methodology embodied in the Disclosing Party's platforms;
(c) Use knowledge gained through this engagement to circumvent, replace, or diminish the Disclosing Party's competitive position or the distinctive character of its offerings;
(d) Commission, fund, advise, or otherwise enable any third party to undertake any activity prohibited by this Section.
This prohibition applies regardless of whether the resulting work is identical, substantially similar, or merely informed by the principles, concepts, or approaches disclosed.
5. No Reverse Engineering or Derivation
The Receiving Party shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the design, logic, structure, or methodology of any technology, system, or approach demonstrated or disclosed by the Disclosing Party. The Receiving Party shall not create or attempt to create any functional equivalent based on observation of or exposure to the Disclosing Party's Confidential Information.
6. Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate by competent written evidence: (a) was in the public domain at the time of disclosure through no wrongful act of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure, as evidenced by written records predating this Agreement; (c) was independently developed by the Receiving Party's personnel who had no access to or knowledge of the Confidential Information; or (d) was received from a third party lawfully in possession thereof, without restriction on disclosure and without breach of any obligation of confidentiality.
Required disclosure pursuant to a valid court order or governmental regulation shall not constitute a breach, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates fully in efforts to obtain a protective order limiting the scope and use of such disclosure.
7. Intellectual Property
All Confidential Information, and any intellectual property embodied therein, remains the exclusive property of the Disclosing Party. Nothing in this Agreement grants, implies, or conveys any license, right, title, or interest, whether by estoppel, implication, or otherwise, in or to any intellectual property, trade secrets, proprietary methodologies, or technologies of the Disclosing Party. No disclosure made hereunder shall be construed as diminishing the Disclosing Party's rights in its intellectual property.
8. Term and Survival
This Agreement shall remain in effect for a period of three (3) years from the date of execution. The obligations of confidentiality, non-circumvention, and intellectual property protection shall survive termination or expiration of this Agreement for an additional period of three (3) years, or indefinitely with respect to trade secrets to the extent permitted by applicable law.
9. Return and Destruction of Materials
Upon written request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly: (a) return all originals, copies, and reproductions of Confidential Information in any form; (b) permanently delete all electronic copies from all systems, devices, and storage media; and (c) provide written certification, signed by an authorized officer, confirming that all such return and destruction has been completed. The Receiving Party shall not retain any copies, summaries, analyses, or extracts of Confidential Information.
10. Remedies
Each Party acknowledges that the Confidential Information is of extraordinary value and that any unauthorized disclosure, use, or derivation may cause irreparable and continuing harm for which monetary damages alone would be an insufficient remedy. The Disclosing Party shall be entitled to seek immediate injunctive and equitable relief in any court of competent jurisdiction, without the requirement of posting bond or proving actual damages, in addition to all other remedies available at law or in equity. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and costs of litigation.
11. Non-Solicitation
During the term of this Agreement and for a period of two (2) years following its termination, neither Party shall directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of the other Party who was involved in or had access to Confidential Information disclosed under this Agreement, without prior written consent.
12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions. Any dispute arising under or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas. Each Party irrevocably consents to such jurisdiction and venue.
13. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings, and agreements, whether written or oral. No amendment, modification, or waiver of this Agreement shall be effective unless set forth in a written instrument signed by authorized representatives of both Parties. The failure of either Party to enforce any provision shall not be construed as a waiver of such provision or the right to enforce it in the future.
Version CIPH-MNDA-IP-v1-2026-10-15 ยท SHA-256 811fe231391bf3a9
By entering your name and title below, you represent that you have authority to bind your organization to the terms of this Agreement.
You must agree to the terms to proceed.
