MUTUAL NON-DISCLOSURE AGREEMENT
1. BINDING EFFECT & ELECTRONIC SIGNATURE By clicking the “Accept & Execute” button, you, on behalf of the entity identified above (“Counterparty”), expressly agree to be legally bound by this Agreement. The Parties acknowledge that this digital execution constitutes a valid and binding "Electronic Signature" under the Electronic Transactions Ordinance (Cap. 553) of Hong Kong.
2. PURPOSE & SCOPE The Parties wish to disclose Confidential Information solely to explore or evaluate a potential business relationship, including but not limited to product development, technical consultation, and fractional CTO services (the “Purpose”).
3. DEFINITION OF CONFIDENTIAL INFORMATION “Confidential Information” includes all non-public technical data, hardware designs, algorithms, engineering specifications, manufacturing processes, and business strategies disclosed orally, in writing, or via electronic submission.
Exclusions: Confidential Information shall not include information that: (i) is or becomes public knowledge; (ii) was rightfully known prior to disclosure; (iii) is independently developed without use of the Disclosing Party’s information; or (iv) is required to be disclosed by law.
4. OBLIGATIONS & PROTECTION The Receiving Party shall:
Use Confidential Information only for the Purpose defined herein.
Protect such information with at least a reasonable degree of care.
Restrict disclosure to employees or advisors with a "need-to-know" who are bound by confidentiality obligations no less restrictive than those herein.
5. GENIOTEK BACKGROUND IP & RESIDUALS
Background IP: Geniotek retains exclusive ownership of all pre-existing methods, algorithms, design patterns, and engineering tools owned or developed prior to this Agreement (“Background IP”).
No Transfer: No license or IP transfer is granted under this Agreement.
Residuals: Geniotek shall not be precluded from using general knowledge, ideas, or techniques retained in the unaided memory of its personnel who have had access to Confidential Information, provided such use does not infringe upon the Disclosing Party’s specific patents or copyrights.
6. INDEPENDENT DEVELOPMENT Geniotek is a professional development firm serving multiple clients. You acknowledge that Geniotek may already be developing, or may in the future develop, products or concepts similar to those disclosed, provided it does not use your specific Confidential Information.
7. TERM, REMEDIES & GOVERNING LAW
Term: This Agreement is effective for one (1) year. Confidentiality obligations shall survive for three (3) years from the date of disclosure.
Remedies: Unauthorized disclosure may cause irreparable harm for which monetary damages are insufficient; therefore, the Disclosing Party is entitled to seek injunctive relief in addition to any other legal remedies.
Governing Law: This Agreement is governed by the laws of Hong Kong. Any disputes shall be submitted to the exclusive jurisdiction of the Hong Kong Courts.
