Confidentiality, Non-Disclosure & Non-Circumvention Agreement
This Confidentiality, Non-Disclosure and Non-Circumvention Agreement (this “Agreement”) is entered into by and between mOrganic Holdings, LLC, a Wyoming limited liability company (“MH”), and the individual who accepts this Agreement electronically (the “2nd Party”, and together with MH, the “Parties”). This Agreement is made and becomes effective on the date the 2nd Party accepts it electronically as described in the section titled “Electronic Acceptance and Signature” below. The 2nd Party is identified by the first name, last name, email address, and telephone number the 2nd Party provides at the time of electronic acceptance, together with the date, time, and originating IP address recorded by MH’s systems at acceptance (collectively, the “Acceptance Record”).
Recitals
WHEREAS, the Parties wish to discuss the possibility of entering into a business transaction (the “Transaction”);
WHEREAS, for purposes of evaluating the Transaction between the Parties, each Party has provided or will provide (the “Disclosing Party”) to the other Party (the “Receiving Party”) certain Proprietary Information (as defined below);
WHEREAS, the Parties have developed and maintain valuable business relationships with certain third parties, including clients, investors, and suppliers that they wish to protect; and
WHEREAS, the Parties wish to ensure the protection and preservation of the confidentiality and proprietary nature of the Proprietary Information and further wish to prevent the circumvention by each Party of the other Party’s business interests.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties agree as follows:
As used in this Agreement:
“Affiliate” shall mean a company, corporation, partnership, joint venture, or other entity (“Entity”) that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with, any Party, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an Entity, whether through the ownership of at least fifty percent (50%) of the voting securities, by contract, or otherwise, and shall include, without limitation, any Entity in which any Party has a material ownership interest (10% or greater) or to which any Party provides material legal, consulting or management services.
“Proprietary Information” shall include, subject to the limitations set forth in Paragraph 2 hereof, but shall not be limited to, all information (in whatever form or media), correspondence, business plans, methods, strategies or summaries thereof, proposals, consultant reports, contacts, trade secrets, technical and technology information and know-how, processes, techniques, algorithms, computer programs (source and object code), licenses, designs, drawings, formulas or test data, manufacturing methods, future project development, operating manuals, marketing, servicing, financing or personal matters relating to the Disclosing Party, suppliers, employees, investors or business, that is furnished, has heretofore been furnished or that may hereafter be furnished, by the Disclosing Party to the Receiving Party or that is discovered by the Receiving Party during its negotiation of the matters contemplated by the proposed Transaction, along with any copies, notes, extracts, summaries or other materials derived in any way from the inspection or evaluation of the Proprietary Information.
“Representatives” shall mean a Party’s directors, officers, employees, agents, attorneys, members and managers, accountants, financial advisors, consultants and other authorized representatives who have a legitimate need to know the Proprietary Information for purposes of evaluating the proposed Transaction and who have executed written confidentiality agreements or are otherwise legally bound by professional obligations (such as attorney-client privilege) to maintain confidentiality on terms no less protective than those contained in this Agreement.
“Regenerative Carbon Removal Unit (RCRU)” shall mean the mOrganic™ High-Yield RCRU which represents a verified, physical removal of CO2 from the atmosphere into the terrestrial biosphere. An RCRU is a "Smart Unit" that is the Digital Twin and a high-fidelity virtual replica of the plantable acres on any farm, updated every 24 hours via a three-layer sensor array.
The term “Proprietary Information” shall not be deemed to include information that: (a) is now, or that hereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available; (b) is known by the Receiving Party at the time of its receiving such information as evidenced by its records; (c) is hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) is independently developed by the Receiving Party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the Disclosing Party.
The Receiving Party shall maintain all Proprietary Information in trust and confidence and shall not disclose to any third party or use any Proprietary Information for any purpose except to evaluate the proposed Transaction between and/or on behalf of the Parties. The Receiving Party may use Proprietary Information only to the extent required to accomplish the purpose of this Agreement. Proprietary Information shall be maintained by the Receiving Party with at least the same degree of care used by the Receiving Party to maintain its own proprietary information. Each Party represents that such degree of care provides adequate protection for its own proprietary information. As such, each Receiving Party agrees that Proprietary Information shall only be revealed to its Representatives who need to know the Proprietary Information in order to evaluate the proposed Transaction between and/or on behalf of the Parties and who are informed by the Receiving Party of the confidential nature of the Proprietary Information and who agree in writing or are otherwise legally bound to treat the Proprietary Information confidentially in a manner consistent with the terms of this Agreement. The Receiving Party shall maintain a written list of all Representatives who receive access to Proprietary Information and shall provide such list to the Disclosing Party upon request. No such direction or agreement shall relieve the Receiving Party of its duties, obligations and liabilities under this Agreement, and the Receiving Party shall remain fully responsible for any breach of this Agreement by its Representatives.
All proprietary and intellectual property rights in and to any Proprietary Information shall remain the sole property of the Disclosing Party, and nothing in this Agreement shall be construed in any way to grant to the Receiving Party or its Affiliates or advisors any express or implied option, license or other right, title or interest in or to Proprietary Information provided by the Disclosing Party, or to any intellectual property rights embodied in such Proprietary Information.
The Receiving Party agrees that it shall not, directly or indirectly, for itself or through or on behalf of any third party, including any Affiliate, use the Proprietary Information to circumvent, compete with, or bypass the Disclosing Party in any business opportunity, transaction or relationship similar to the proposed Transaction or enter into any transaction which incorporates, is based upon or derives competitive advantage from, the Proprietary Information or any trade secrets, business methods, strategies, relationships or opportunities disclosed therein. The Receiving Party further agrees not to solicit, initiate contact with or enter into any business relationship with any third parties (including clients, customers, suppliers, investors, potential investors, strategic partners, joint venture partners or other business contacts) identified in or learned about through the Proprietary Information disclosed by the Disclosing Party for purposes related to the proposed Transaction or any transaction similar to the proposed Transaction without the prior written consent of the Disclosing Party for a period of three (3) years from the earlier of (a) the date of termination of this Agreement or (b) the last date on which the Receiving Party received Proprietary Information. Further, for a period of three (3) years from the date of termination of this Agreement, neither Party, either directly or indirectly, shall (i) solicit for employment any employee or independent contractor who is then, or at any time during the term of this Agreement was, employed or engaged by the other Party; provided that (x) general solicitations not specifically targeted at the other Party's employees or contractors and (y) solicitations of individuals who respond to such general solicitations, shall not be deemed violations of this provision or (ii) solicit, divert or attempt to divert any customer, client, investor, or prospective investor of the other Party with whom such Party had contact or about whom such Party received Proprietary Information or otherwise interfere with the other Party’s business relationships. However, the Disclosing Party acknowledges and agrees that the Receiving Party may now or in the future be engaged in developing, making, offering or marketing technology, products or services in the same general industry or field as the Disclosing Party. Nothing in this Agreement shall prohibit the Receiving Party from exploiting or using technology, products or services that: (A) it was developing prior to the date of this Agreement, as evidenced by contemporaneous written documentation; (B) it independently develops after the date of this Agreement without reference to, reliance on, or use of any Proprietary Information and without the participation of any personnel who had access to the Proprietary Information; or (C) it acquires from third parties who have the lawful right to transfer such technology, products or services without restriction. The burden of proving independent development or lawful acquisition shall rest with the Receiving Party. Nothing in this Agreement shall prohibit, limit or restrict a party from exploiting or using such technology, products or services that it independently develops or acquires without breaching this Agreement or infringing the Disclosing Party’s intellectual property rights. Neither this Agreement nor the disclosure of any Proprietary Information hereunder shall result in any obligation on the part of either Party to enter into any further agreement with the other, license any products or services to the other, or to require either Party to disclose any particular Proprietary Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency between the Parties.
The Receiving Party shall not reproduce in any form any Proprietary Information, except as required to accomplish the intent of this Agreement. The Receiving Party shall immediately inform the Disclosing Party in writing of any improper reproduction, misappropriation or misuse of any Proprietary Information.
All Proprietary Information, including copies and reproductions thereof, shall remain the property of the Disclosing Party. Within ten (10) days after the earliest of (a) such time as the Receiving Party’s need for the Proprietary Information has terminated, (b) a request from the Disclosing Party and (c) completion or termination of the evaluation of a business relationship by or on behalf of the Parties, the Receiving Party shall either return the Proprietary Information to the Disclosing Party or destroy the Proprietary Information and, in either case, certify in writing that all Proprietary Information, all copies, extracts or other reproductions in whole or in part, and all notes, memoranda, reports, or other items in any tangible medium that incorporate or refer to Proprietary Information, have been so returned or destroyed, with the exception of electronic back-ups that are automatically created and maintained in the ordinary course of business pursuant to the Receiving Party’s standard document retention policies; provided, however, that (i) such back-ups shall remain subject to the confidentiality obligations of this Agreement, (ii) such back-ups shall be deleted in accordance with the Receiving Party’s standard retention policies and in no event later than three (3) years from the date of this Agreement or as required by laws applicable to the Receiving Party, and (iii) the Receiving Party shall not access or use such back-ups except as required by law or court order.
Although the Disclosing Party believes that Proprietary Information that it will provide to the Receiving Party under this Agreement is accurate, each Party expressly disclaims any and all liability for expressed or implied representations, warranties, or statements of material fact contained in, or material omissions from, the Proprietary Information. Only those representations or warranties made in a definitive agreement between or on behalf of the Parties, and subject to such limitations as may be set forth therein, will have any legal or binding effect.
Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure (a) is in response to a valid order of a court or other governmental body of the United States, or any political subdivision thereof; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order and/or waive the Receiving Party’s compliance with the provisions hereof , but in the absence of a protective order, the Receiving Party may disclose the Proprietary Information only for the purpose for which the order was issued; (b) is otherwise required by law; or (c) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.
Without the prior written consent of the other Party, neither Party shall disclose to any person, or suffer or permit any of its direct representatives who are informed as to the matters that are the subject of this Agreement to disclose to any person, either the fact that discussions or negotiations are taking place concerning a possible business relationship between the Parties or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof; provided, however, that either Party may disclose such information to its Representatives and potential sources of financing on a need-to-know basis, so long as such persons are informed of the confidential nature of such information and agree to be bound by confidentiality obligations substantially similar to those contained in this Agreement.
This Agreement shall be effective as of the date hereof and shall remain in full force and effect for a period of five (5) years after the earlier of (a) the last date on which a Receiving Party receives or holds Proprietary Information,(b) the termination of this Agreement by either Party upon at least thirty (30) days’ written notice to the other Party or (c) the entry into definitive contractual documentation related to the proposed Transaction; provided, however, that the obligations under this Agreement with respect to any Proprietary Information that constitutes a trade secret under applicable law shall continue for so long as such information remains a trade secret. The termination of this Agreement shall not relieve either Party of the obligations imposed by Paragraphs 3, 4, 5, 6, 7, 10, 11 and 12 of this Agreement with respect to Proprietary Information disclosed prior to the effective date of such termination.
This Agreement contains the entire understanding between the Parties and supersedes all prior written or oral understandings related to the subject matter hereof. This Agreement may not be modified or amended, except by a written instrument signed by both Parties.
Each Party hereby acknowledges and agrees that in the event of any breach of this Agreement by the other Party, or the actual or threatened disclosure or unauthorized use of the Disclosing Party’s Proprietary Information without its prior written consent, the Disclosing Party will suffer an irreparable injury such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each Party hereby agrees that the other Party shall be entitled to seek immediate injunctive and specific performance of the Receiving Party’s obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. In addition, in any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses incurred in connection with such action.
The Parties’ rights and obligations under this Agreement shall be binding upon and inure to the benefit of their respective successors, heirs, executors and administrators and permitted assigns, and nominees, as appropriate.
This Agreement shall be governed by the laws of the State of Wyoming, without reference to conflict of laws principles. Any suit to enforce this Agreement shall be brought exclusively in the federal or state courts in Wyoming and the parties hereby submit to the personal jurisdiction of such courts and waive any venue objection.
If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect.
All communication permitted or required to be given under this Agreement shall be in writing and in the English language, and shall be delivered personally or sent by certified, registered, or express mail, postage prepaid, to the Parties at the following addresses until such time as either Party hereto shall give the other Party hereto not less than ten (10) days’ prior written notice of a change of address in accordance with the provisions hereof. Likewise, electronic communication by email to either party shall be deemed acceptable in lieu of any other written communication as described in this Agreement; provided however a personalized acknowledgement by equal electronic means shall be required to confirm receipt of the communication. Electronic “return receipts” shall not be used as evidence of receipt. The Parties expressly agree to the exchange of documents in electronic format, e.g., PDF, with or without any markings, watermarks, Bates stamps or other indications of confidentiality or proprietary ownership.
Notices shall be sent to:
If to MH: Kendell Lang, Chairman & CEO
mOrganic Holdings, LLC.
30 N Gould Street, Suite R
Sheridan, Wyoming 82801
CEO@mOrganic.ag
If to the 2nd Party: the 2nd Party, at the email address provided in the 2nd Party’s Acceptance Record.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Facsimile signature shall be binding on the party making same.
DEFINITION OF CONFIDENTIAL "FARMCHAIN" INFORMATION
In addition to standard business data, "Proprietary Information" under this agreement specifically includes:
The Ola Pono Estate Standard: The proprietary biological protocols for high-yield 4-Tree Canopy sequestration (Coconut, Moringa, Coffee, Cacao, and cover crops).
dMRV Control Loops: The specific algorithmic "if/then" triggers that connect LoRaWAN soil probes to RCRU minting events.
Allometric Power Laws: The proprietary mathematical formulas used to convert species-specific LiDAR point clouds into metric tons of CO2 equivalent.
The "Biological CPU" Architecture: The concept and execution of utilizing equatorial land as a functional compute resource for atmospheric processing.
OWNERSHIP OF INTELLECTUAL PROPERTY (THE MOAT)
Background IP: All IP developed by mOrganic™—including the 1,200 RCRU/acre yield model—remains the sole property of mOrganic Holdings, LLC.
Derived IP: Any technical documentation, smart contract logic, or dMRV schemas developed during the HEAT workshops that utilize mOrganic™'s proprietary data shall be considered "Work for Hire" and the property of mOrganic Holdings, LLC.
No License Granted: Disclosure of information to the HEAT team for the purpose of architectural review does not constitute a license to use, replicate, or offer "mOrganic-like" solutions to other Hedera network participants or Council Members.
DATA PRIVACY & "OFF-CHAIN" REQUIREMENTS
The "Black Box" Clause: Recipient acknowledges that mOrganic™ utilizes a Hybrid Ledger Strategy. Recipient agrees that proprietary biological SOPs shall remain on mOrganic’s private "Black Box" (Edge Servers/Private Fabric) and shall not be pushed to the Hedera Public Testnet or Mainnet without explicit written consent.
Zk-Proof Protocol: Any "Proof of Purity" shared with the HEAT team shall be in the form of Zero-Knowledge Proofs or hashed metadata to ensure the underlying trade secrets (exact nutrient ratios, microbial formulas) are never exposed.
NON-CIRCUMVENTION
Recipient agrees not to engage directly with mOrganic™’s specific land partners, sovereign brokers or the Buyers regarding RCRU allocations for a period of 24 months from the termination of this Agreement.
DEFENSIVE HASHING ACKNOWLEDGMENT
Recipient acknowledges that mOrganic™ has hashed the "mOrganic™ Revolution" Series Bible and the RCRU White Paper to the Hedera Consensus Service (HCS) prior to this meeting. This hash stands as immutable proof of prior art and ownership of the "Biological Compute" concept.
Electronic Acceptance and Signature
By clicking “I Agree” (or a substantially similar affirmation) presented together with this Agreement, the 2nd Party: (a) acknowledges that the 2nd Party has read, understood, and had the opportunity to review this Agreement in full, including by viewing its complete text via the “View the NDA” link; (b) agrees to be legally bound by all of its terms; (c) represents that the first name, last name, email address, and telephone number provided are true and correct and, if the 2nd Party is acting on behalf of an entity, that the 2nd Party is authorized to bind that entity; and (d) consents to the use of electronic records and electronic signatures and agrees that the 2nd Party’s click, together with the Acceptance Record, constitutes the 2nd Party’s signature and has the same legal force and effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA). This Agreement becomes effective immediately upon such acceptance. If the 2nd Party does not agree to every term, the 2nd Party must not click “I Agree” and will not be granted access to the confidential materials.
IN WITNESS WHEREOF, the 2nd Party has executed and agreed to this Agreement electronically, effective as of the date of acceptance set forth in the Acceptance Record, and MH has made this Agreement available for electronic acceptance by its duly authorized representative, Kendell Lang, Chairman & CEO, mOrganic Holdings, LLC.