1. Scope of Agreement

These Terms govern access to and use of proprietary research materials protected by Non-Disclosure Agreement, including:

• Research Synopsis (comprehensive theoretical overview)
• Vulnerability Index (VI) Methodology specifications
• Digital Dignity Index (DDI) Technical specifications
• Case Study documentation and analysis
• Partnership proposal templates
• EMM Taxonomy detailed documentation
• Intervention protocol specifications

2. Confidentiality Obligations

2.1 Definition of Confidential Information

“Confidential Information” includes all materials, documents, specifications, methodologies, algorithms, and data disclosed under the NDA, whether in written, electronic, or oral form.

2.2 Duty to Protect

You agree to:

• Maintain strict confidentiality of all Confidential Information
• Not disclose to any third party without prior written consent
• Use same degree of care as you use for your own confidential information (but no less than reasonable care)
• Limit access to individuals within your organization with legitimate need-to-know

2.3 Duration

Confidentiality obligations continue for five (5) years from date of disclosure, or until Confidential Information becomes publicly available through no fault of yours, whichever is earlier.

3. Permitted Uses

You may use Confidential Information solely for:

• Evaluation of Partnership Opportunities: Assessing potential research collaboration, clinical piloting, legal applications, or technical development
• Internal Review: Sharing with colleagues, supervisors, legal counsel, or institutional review boards for partnership evaluation purposes
• Academic Research: If partnership agreement executed, using in approved research studies with proper attribution
• Clinical Implementation: If collaboration agreement executed, piloting interventions with appropriate client consent and ethical safeguards

4. Prohibited Uses

You may NOT:

• Independent Commercialization: Use Confidential Information to develop competing products, services, or intellectual property
• Public Disclosure: Publish, present, or otherwise publicly disclose Confidential Information without prior written authorization
• Unauthorized Sharing: Distribute to third parties, post online, or make available to unauthorized individuals
• Reverse Engineering: Attempt to reverse engineer, decompile, or derive source methodologies for independent use
• Patent Applications: File patent applications based on Confidential Information

5. Intellectual Property Rights

5.1 Ownership

All Confidential Information remains the exclusive property of Joshua Garfunkel / Disrupt The Loop. No license, ownership transfer, or intellectual property rights are conveyed except as explicitly stated in separate written agreements.

5.2 Patent Protection

Confidential Information includes inventions protected by provisional patent application No. 63/914,253. Unauthorized use may constitute patent infringement upon full patent issuance.

5.3 Derivative Works

Any improvements, modifications, or derivative works you create based on Confidential Information remain subject to these confidentiality obligations and may constitute joint intellectual property requiring separate written agreement.

6. Return or Destruction of Materials

6.1 Upon Request

At any time, we may request return or destruction of all Confidential Information. You must comply within 30 days and provide written certification of destruction.

6.2 Upon Termination of Discussions

If partnership discussions do not proceed, you must either:

• Return all Confidential Information (including copies, notes, derivatives), OR
• Destroy all Confidential Information and provide written certification

6.3 Exception for Legal Retention

You may retain one archival copy if required by law or institutional policy, provided it remains subject to confidentiality obligations.

7. No Warranty

Confidential Information is provided “AS IS” without warranties of any kind:

• No warranty of accuracy, completeness, or reliability
• No warranty that methods will achieve claimed results
• No warranty of non-infringement of third-party rights
• No warranty that empirical validation will succeed

8. Limitation of Liability

To the fullest extent permitted by law, we shall not be liable for any damages arising from:

• Your use or inability to use Confidential Information
• Decisions made based on Confidential Information
• Inaccuracies or errors in Confidential Information
• Third-party claims arising from your use of Confidential Information

9. Disclosure Exceptions

Confidentiality obligations do NOT apply to information that:

• Was publicly available before disclosure
• Becomes publicly available through no fault of yours
• Was independently developed by you without reference to Confidential Information (with documentary proof)
• Was lawfully obtained from third party without confidentiality restrictions
• Must be disclosed by law, regulation, or court order (with prior notice to enable protective measures)

10. Academic & Institutional Exceptions

10.1 IRB Review

You may share Confidential Information with your Institutional Review Board for human subjects research approval, provided IRB members are bound by confidentiality.

10.2 Institutional Legal Review

You may share with your institution’s legal counsel or technology transfer office for partnership agreement review, provided they maintain attorney-client privilege or institutional confidentiality.

10.3 Grant Applications

With prior written consent, you may include Confidential Information in grant applications to funding agencies, provided application materials are confidential.

11. Remedies for Breach

11.1 Injunctive Relief

You acknowledge that breach of confidentiality would cause irreparable harm for which monetary damages are inadequate. We are entitled to injunctive relief to prevent or remedy breaches.

11.2 Monetary Damages

In addition to injunctive relief, we may seek monetary damages for:

• Lost licensing revenue
• Diminished patent value due to premature disclosure
• Competitive harm from unauthorized use
• Attorney fees and costs of enforcement

11.3 Return of Materials

Upon breach, you must immediately return or destroy all Confidential Information regardless of confidentiality period remaining.

12. No Partnership Created

These Terms do NOT create:

• Partnership, joint venture, or agency relationship
• Employment or consulting relationship
• Obligation to enter into future agreements
• Exclusive dealing or non-compete restrictions (unless separately agreed)

13. Modifications to Partnership Terms

If partnership proceeds, these Terms may be superseded by:

• Research Collaboration Agreement
• Clinical Partnership Agreement
• Licensing Agreement
• Technology Development Agreement

Such agreements will explicitly state which terms survive and which are superseded.

14. Governing Law

These Terms are governed by the laws of Delaware, United States, without regard to conflict of law provisions. Disputes shall be resolved in courts of New Castle County, Delaware.

15. Severability & Enforcement

If any provision is found unenforceable, remaining provisions remain in full force. Failure to enforce any provision does not waive right to enforce it later.

16. Entire Agreement

These Terms, together with executed NDA, constitute entire agreement regarding NDA-protected materials and supersede all prior understandings.

17. Contact for Questions

18. Acceptance

By accessing NDA-protected materials, you acknowledge that you have:

• Read and understood these Terms
• Executed the Non-Disclosure Agreement
• Agreed to be bound by both documents
• Authority to bind your institution (if accessing on institutional behalf)