Read the full agreement below. You must scroll to the bottom before continuing — we use scroll-to-end as evidence of review. The NDA is mutual, 5-year term, governed by New York law.
1. Parties
This Mutual Non-Disclosure Agreement (this "Agreement") is entered into between Releone LLC, a New York limited liability company with its principal place of business at New York, NY ("Releone"), and the individual or entity identified in Step 1 of the Releone Investor Verification Flow ("Recipient"). Releone and Recipient are each referred to as a "Party" and collectively as the "Parties."
2. Purpose
The Parties wish to explore a potential investment by Recipient in a contemplated offering of securities by Releone or its affiliates pursuant to Regulation D, Rule 506(c) of the U.S. Securities Act of 1933, as amended (the "Purpose"). In connection with the Purpose, each Party expects to disclose to the other certain Confidential Information.
3. Definition of Confidential Information
"Confidential Information" means all non-public information disclosed (whether before, on, or after the Effective Date) by one Party (the "Discloser") to the other (the "Recipient"), in any form, including: business plans, financial projections, capital structures, valuations, comparable transactions, supplier and customer identities, supply-chain economics, manufacturing processes, NOM and other regulatory designations, recipes and formulations, intellectual property strategies, on-chain wallet addresses, key management procedures, technical architecture, strategic plans, and any analyses, summaries, or derivative works prepared from such information by Recipient. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to Recipient without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Confidential Information.
4. Use Restrictions
Recipient agrees to: (a) use Confidential Information solely for the Purpose; (b) protect Confidential Information with the same degree of care it uses to protect its own most sensitive confidential information, but in no event less than reasonable care; (c) not disclose Confidential Information to any third party except (i) employees, advisors, attorneys, accountants, and consultants of Recipient who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than this Agreement (collectively, "Representatives"), and (ii) as required by law, court order, or governmental authority, in which case Recipient shall, where lawful, give Releone prompt written notice and reasonable opportunity to seek a protective order; (d) not reverse engineer, decompile, or attempt to derive any portion of Releone's technical architecture, on-chain key derivation, or post-quantum cryptographic implementations; and (e) not use Confidential Information to compete with Releone, to invest in any direct competitor of Releone, or for any purpose other than the Purpose.
5. No License or Warranty
This Agreement grants no license under any intellectual property rights, and no warranty is made as to the accuracy or completeness of any Confidential Information. Confidential Information is provided "as is."
6. Term
This Agreement commences on the date Recipient signs (the "Effective Date") and continues for five (5) years thereafter, except that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.
7. Return or Destruction
Within fifteen (15) days of written request by Releone, Recipient shall return or destroy (at Recipient's election) all Confidential Information in its possession or control, including copies, summaries, and derivative works, and certify in writing such return or destruction. Recipient may retain (a) one archival copy in counsel's records to comply with regulatory requirements, and (b) automated backup copies, in each case subject to continuing confidentiality obligations.
8. No Solicitation; No Securities Offering
Nothing in this Agreement constitutes an offer to sell or a solicitation of an offer to buy any security. Securities, when and if offered, will be offered solely through formal subscription documents that supersede this Agreement with respect to securities terms.
9. Equitable Relief
Recipient acknowledges that breach of this Agreement may cause irreparable harm to Releone for which monetary damages would be inadequate, and that Releone shall be entitled to seek injunctive and other equitable relief in addition to any other remedies at law or in equity.
10. Governing Law; Venue
This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York County, New York.
11. Provenance Anchor
Recipient acknowledges and agrees that, immediately upon execution, a SHA-256 hash of this Agreement (including Recipient's identifying information and signature timestamp) will be committed to the Algorand mainnet blockchain via an Algorand Standard Asset transaction, and a monthly Merkle root anchoring such commitment will be published on the Quantum Resistant Ledger (QRL) for fifty-year archival integrity. The hash itself does not contain Recipient's confidential information; it is a one-way commitment that allows either Party to later prove the existence and content of this Agreement without Releone's cooperation.
12. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, written or oral, with respect thereto. This Agreement may be amended only in a writing signed by both Parties.
13. Counterparts; Electronic Signature
This Agreement may be executed by electronic signature, including the typed-name signature flow used in this verification process, and each such signature shall be deemed an original and shall have the same force and effect as a manuscript signature. The signed instrument may be transmitted, stored, and reproduced electronically.
END OF AGREEMENT
By proceeding to Step 4, Recipient acknowledges having read and understood the foregoing Agreement in its entirety.