Non-Disclosure Agreement

In Plain Terms

Everything you show me (code, data, architecture, logs, processes, and the fact that we are working together) stays yours. I use it only to do the work you asked for. I don't share it, I don't reuse it elsewhere, and I don't put it into anyone else's tools without your OK. When we're done, I return or delete it. Nothing from your engagement goes on the case log unless you approve it in writing. The full agreement is below.

1. Parties and Purpose

This Non-Disclosure Agreement (the “Agreement”) is between Eigenstate Solutions LLC (“Consultant”) and the party identified in the signature block below (“Client”). Client intends to disclose information to Consultant so that Consultant can evaluate, and potentially perform, work to diagnose, debug, maintain, or extend Client's software and systems (the “Purpose”).

2. Confidential Information

“Confidential Information” means all non-public information Client or its agents disclose or make accessible to Consultant, in any form, whether before or after the date of this Agreement, including: source code, object code, build systems, and repositories; software and hardware architectures, designs, schematics, protocols, and interfaces; algorithms, models, and methods; databases, datasets, logs, crash dumps, traces, and telemetry; personal or customer data; credentials, keys, and access to systems or networks; development, testing, and operational processes; product plans, roadmaps, vendors, pricing, and other business information; and the existence, nature, and details of the engagement itself. Information is Confidential Information whether or not it is marked, if a reasonable person would understand it to be confidential given its nature and the circumstances of disclosure. Notes, analyses, and other materials Consultant prepares that contain or reflect Confidential Information are also Confidential Information.

3. Exclusions

Confidential Information does not include information that Consultant can show by written records: (a) is or becomes publicly available through no fault of Consultant; (b) was lawfully known to Consultant, without restriction, before Client disclosed it; (c) is lawfully received by Consultant from a third party with no duty of confidentiality to Client; or (d) is independently developed by Consultant without use of or reference to Confidential Information.

4. Consultant's Obligations

Consultant will: (a) use Confidential Information solely for the Purpose; (b) not disclose Confidential Information to any third party without Client's prior written consent; (c) protect Confidential Information with at least the care Consultant uses for its own most sensitive information, and no less than reasonable care; (d) not copy, download, or retain Confidential Information except as reasonably necessary for the Purpose; (e) not use Confidential Information to develop, or to help anyone else develop, any product, service, or system; (f) not reverse engineer, decompile, or disassemble any software or hardware provided by Client except as required for the Purpose; and (g) not submit Confidential Information to any third-party service, including hosted artificial-intelligence or code-analysis tools, except those Client has approved in writing.

5. Access to Client Systems

When Client grants Consultant access to its systems, networks, facilities, or accounts, Consultant will access only what Client has authorized for the Purpose, follow Client's reasonable security policies as communicated to Consultant, not share credentials, and notify Client promptly, and in any event within 48 hours, after becoming aware of any actual or suspected unauthorized access to or disclosure of Confidential Information. Consultant will cooperate with Client's reasonable efforts to investigate and contain such an incident.

6. Personal Data

To the extent Confidential Information includes personal data, Consultant will access only the minimum necessary for the Purpose, process it only on Client's instructions, and comply with applicable data-protection law. If Client requires a separate data processing agreement, the parties will sign one before any such data is shared.

7. Compelled Disclosure

If Consultant is required by law, regulation, or court order to disclose Confidential Information, Consultant will, where legally permitted, give Client prompt written notice so Client can seek a protective order or other remedy, will reasonably cooperate with those efforts at Client's expense, and will disclose only the portion legally required.

8. Return and Destruction

On Client's written request, or at the end of the engagement, Consultant will promptly return or securely destroy all Confidential Information in its possession, including copies, notes, and derived materials, and will confirm this in writing on request. Copies retained in automatic backups that cannot reasonably be deleted remain subject to this Agreement for as long as they exist, and Consultant will not access them except as required by law.

9. Ownership and Consultant's General Skills

All Confidential Information remains the property of Client. This Agreement grants Consultant no license or other rights in it, except the limited right to use it for the Purpose. Nothing in this Agreement prevents Consultant from using the general skills, knowledge, and experience that Consultant has, or gains in the ordinary course of its work, provided Consultant does not use or disclose any Confidential Information in doing so. Ownership of any work product Consultant creates for Client will be governed by the parties' separate services agreement.

10. Publicity and Case Studies

Consultant will not identify Client as a client, or publish, present, or otherwise describe any part of the engagement, including in anonymized form, except as Client authorizes in writing, either by approving the specific content or by signing Consultant's Publicity Authorization.

11. Term

This Agreement covers information disclosed during the engagement and for one year after its last day of work. Consultant's obligations for each item of Confidential Information last five years after its disclosure, except that obligations for trade secrets, source code, and personal data last for as long as that information remains a trade secret, non-public, or protected by law, respectively.

12. Remedies

Consultant acknowledges that unauthorized use or disclosure of Confidential Information may cause Client irreparable harm for which money damages would be inadequate. Client is therefore entitled to seek injunctive relief, without posting bond, in addition to any other remedies available at law or in equity.

13. Whistleblower Notice

Under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), an individual is not liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a government official or to an attorney solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding.

14. General

This Agreement does not obligate either party to enter into any further agreement or engagement. Client provides Confidential Information “as is,” without warranty. This Agreement is governed by the laws of the State of Minnesota, without regard to its conflict-of-laws rules. It is the parties' entire agreement on its subject and supersedes prior discussions about it; if it conflicts with a later services agreement, the provision more protective of Confidential Information controls. It may be amended or waived only in a writing signed by both parties. If any provision is unenforceable, the rest remains in effect. Consultant may not assign this Agreement without Client's written consent. It may be signed in counterparts and by electronic signature.