This site contains Proprietary Information

From the Legal Counsel of Dexter Monroe LLC 

A Consortium of Dexter Monroe llc approved legal counsel.

Must have one on file to continue.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of this ______ day of _____________________________, 20___  ("Effective Date"), by and between Dexter Monroe LLC, a Wisconsin limited liability company, and Representative Agent Allen Curtis Capital, will henceforth be identified as ("Disclosing Party"), and  ________________________________________________________, including its Representative agent ____________________________________________, will henceforth be identified as ("Receiving Party"). The Disclosing Party and Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Disclosing Party has developed and possesses certain proprietary, confidential, and trade secret information relating to a comprehensive go-to-market strategy and integrated agricultural technology initiative, hereinafter referred to as "Project Sovereign";

WHEREAS, the Disclosing Party is in the process of applying for approximately $20,000,000 in non-dilutive funding from the undisclosed sources to support the integration of its "Trimborn Farm" initiative and $20,000,000 in ownership options for the expansion of the Microgrid deployment into the broader framework of Project Sovereign;

WHEREAS, in order to evaluate the Disclosing Party's application for funding (the "Purpose"), it is necessary for the Disclosing Party to disclose certain Confidential Information (as defined below) to the Receiving Party; and

WHEREAS, the Parties wish to ensure the protection and confidentiality of the information to be disclosed.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, in any form (whether oral, written, electronic, or otherwise), disclosed by the Disclosing Party to the Receiving Party that is designated as "Confidential" or "Proprietary" or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

a. The entirety of the "Project Sovereign" documentation, including the five-year go-to-market strategy, financial proformas, revenue projections, capital and operating expenditure forecasts, and key performance indicators. b. All technical and operational details concerning the proprietary C.R.Y.S.Y.S. genetic AI swarm management system, including its architecture, algorithms, source code, and methods of operation. c. The strategic design, operational methodology, and synergistic interplay of the proprietary Data Flywheel, including the specific data collection and analysis techniques related to the "Puck" hyperlocal delivery service, the 20 MW Microgrid, the STeP.r community engagement platform, the Trimborn Innovation Hub, and the YOUNG PUDGE intellectual property. d. The Disclosing Party's strategic vision for Industry 5.0 integration and all information related to its proprietary Computational Modeling using Multidimensional Frameworks (CMuMF) methodology. e. All non-public financial information, including but not limited to, cost structures, pricing strategies, valuation analyses, and the details of the talent acquisition and retention budget. f. The Disclosing Party's proprietary talent acquisition and retention strategies, including the specific terms and structure of its student loan repayment program, fractional ownership reserve, and non-compete agreements. g. The specific plans, methodologies, technologies, and expected outcomes related to the integration of the "Trimborn Farm" initiative. h. Any notes, analyses, compilations, studies, interpretations, or other documents prepared by the Receiving Party or its Representatives that contain, reflect, or are based upon, in whole or in part, the information disclosed by the Disclosing Party.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to:

a. Hold the Confidential Information in strict confidence and take all reasonable precautions to protect such Confidential Information, using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. b. Use the Confidential Information solely for the Purpose of evaluating the Disclosing Party's funding application and for no other purpose whatsoever. c. Limit disclosure of any Confidential Information to its employees, officers, directors, agents, and contractors ("Representatives") who have a strict need-to-know the information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The obligations under this Agreement shall not apply to any information that the Receiving Party can demonstrate:

a. Was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; b. Becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; c. Was already in the possession of the Receiving Party at the time of disclosure, without confidentiality restrictions; d. Is obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or e. Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4. COMPELLED DISCLOSURE AND FOIA

a. If the Receiving Party is required by law, regulation, or a valid and effective order of a court or other governmental body to disclose any of the Confidential Information, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. b. The Parties acknowledge that the Receiving Party is an agency of the U.S. Government and may be subject to the Freedom of Information Act, 5 U.S.C. § 552 ("FOIA"). The Disclosing Party asserts, and the Receiving Party acknowledges, that the Confidential Information disclosed hereunder constitutes proprietary trade secrets and confidential commercial and financial information that is exempt from disclosure under FOIA Exemption 4, 5 U.S.C. § 552(b)(4). c. In the event of a FOIA request for the Confidential Information, the Receiving Party agrees to promptly notify the Disclosing Party and afford it a reasonable opportunity to object to the disclosure. The Receiving Party shall cooperate with the Disclosing Party in seeking to protect the Confidential Information from disclosure.

5. RETURN OR DESTRUCTION OF INFORMATION

Upon the written request of the Disclosing Party, or upon the conclusion of the Purpose, the Receiving Party shall promptly return to the Disclosing Party all documents and other tangible materials representing the Confidential Information and all copies thereof or, at the Disclosing Party's direction, shall destroy all such materials and provide a written certification of such destruction. Notwithstanding the foregoing, the Receiving Party's legal counsel may retain one archival copy of the Confidential Information for the sole purpose of monitoring compliance with this Agreement.

6. NO LICENSE OR WARRANTY

No license, right, or interest in any trademark, patent, copyright, trade secret, or other intellectual property right is granted or implied by this Agreement. All Confidential Information is provided "AS IS," and the Disclosing Party makes no warranties, express, implied, or otherwise, regarding its accuracy, completeness, or performance.

7. TERM AND SURVIVAL

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of ten (10) years. Notwithstanding the foregoing, the Receiving Party's obligations with respect to any information that constitutes a "trade secret" under applicable law shall survive in perpetuity or until such information no longer qualifies as a trade secret through no fault of the Receiving Party.

8. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement will cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief to restrain any such breach, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the federal laws of the United States. To the extent that federal law is not dispositive, the laws of the State of Wisconsin shall apply, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the United States District Court for the Eastern District of Wisconsin and the state courts located in Milwaukee County, Wisconsin for any dispute arising out of this Agreement.

10. MISCELLANEOUS

a. Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, negotiations, and agreements. b. No Waiver: No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. c. Severability: If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the original intention of the Parties. d. No Partnership: This Agreement does not create any agency, partnership, or joint venture between the Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

DISCLOSING PARTY:

Primary Agent: Dexter Monroe LLC 

Representing Agency:Allen Curtis Capital

By: ______________________________

Name: Nimrod Allen III

Title: Authorized Representative

RECEIVING PARTY:

Primary Agent: ______________________________________________________________

Representing Agent:__________________________________________________________

By: ________________________________

Name: ______________________________

Title: _______________________________