NDA template — Raxx v1 (one-way)

ATTORNEY REVIEW REQUIRED BEFORE USE. This is a research-grade starting point produced by a non-lawyer. It is NOT legally-vetted contract language and MUST be reviewed, modified, and blessed by a licensed contract attorney (ideally one with SaaS / technology-transactions experience, licensed in [GOVERNING_STATE]) before any signer is asked to execute it. Do not publish this template to a signing portal, email it to a counterparty, or rely on it for investor / contractor / alpha-user gating until that review happens.

Status: research-only. Last updated: 2026-04-22. Target consult: issue #151 (attorney engagement).

How this template is used

• This file is the framework. The portal (epic #161, phase 3) will merge placeholder values at sign-time and generate a rendered PDF + hash per signer.
• Placeholders follow the convention [LIKE_THIS]. See Placeholder reference at the bottom.
• The portal MUST NOT render the template to a signer without: (a) the attorney-approved final version replacing this draft, (b) a feature flag (FLAG_NDA_PORTAL) gating exposure, and (c) the ESIGN/UETA mechanics from esign-compliance-checklist.md in place.

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this "Agreement") is entered into as of [EFFECTIVE_DATE] (the "Effective Date") by and between:

• [ENTITY_NAME], a [ENTITY_STATE] limited liability company with its principal place of business at [ENTITY_ADDRESS] ("Disclosing Party"); and
• [SIGNER_NAME], an individual with a contact email address of [SIGNER_EMAIL] ("Receiving Party").

Disclosing Party and Receiving Party are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Disclosing Party is engaged in the business of developing and operating software and related services for retail options analysis and trading (the "Business");

WHEREAS, the Parties wish to explore a potential business relationship that may include, without limitation, pre-launch alpha access to Disclosing Party's software platform, investor discussions, contractor or service-provider engagements, or other collaborations (the "Purpose");

WHEREAS, in the course of evaluating and pursuing the Purpose, Disclosing Party may disclose to Receiving Party certain non-public information that is proprietary and confidential to Disclosing Party; and

WHEREAS, Disclosing Party is willing to disclose such information only upon Receiving Party's agreement to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definition of Confidential Information

1.1. "Confidential Information" means any and all non-public information disclosed by or on behalf of Disclosing Party to Receiving Party, whether disclosed orally, in writing, electronically, visually, or in any other form, and whether or not marked, designated, or otherwise identified as "confidential," that a reasonable person would understand to be confidential or proprietary given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation:

• (a) the existence, terms, and subject matter of the Parties' discussions and of this Agreement;
• (b) Disclosing Party's software, source code, object code, algorithms, models, trading logic, backtest results, data pipelines, and technical architecture;
• (c) Disclosing Party's product plans, roadmap, pricing, financial information, business plans, customer lists, marketing strategies, and investor materials;
• (d) Disclosing Party's trade secrets, know-how, designs, specifications, research, and prototypes;
• (e) any third-party information that Disclosing Party is obligated to keep confidential; and
• (f) any analyses, compilations, or derivative works that Receiving Party prepares that contain, reflect, or are based upon any of the foregoing.

1.2. Exclusions. Confidential Information does not include information that Receiving Party can demonstrate, by contemporaneous written records:

• (a) was in the public domain at the time of disclosure, or subsequently became part of the public domain through no act or omission of Receiving Party in breach of this Agreement;
• (b) was known to Receiving Party without restriction prior to its disclosure by Disclosing Party, as evidenced by written records pre-dating the disclosure;
• (c) was independently developed by Receiving Party without use of or reference to Confidential Information, as evidenced by written records; or
• (d) was rightfully received by Receiving Party from a third party who had the right to disclose it and who imposed no duty of confidentiality on Receiving Party with respect to it.

Drafting note (attorney to confirm): Carve-outs (a)-(d) track the standard four-exclusion pattern used in technology NDAs. The burden-of-proof-on-Receiving-Party language ("can demonstrate, by contemporaneous written records") is a tighter formulation; attorney should confirm this is desired vs. a looser "Receiving Party proves" standard.

2. Obligations of Receiving Party

2.1. Non-disclosure. Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose, publish, or disseminate Confidential Information to any third party except as expressly permitted by this Agreement.

2.2. Non-use beyond Purpose. Receiving Party shall use Confidential Information solely for the Purpose and for no other purpose. Without limiting the foregoing, Receiving Party shall not use Confidential Information to: (a) develop or improve any product or service that competes with Disclosing Party's Business; (b) reverse-engineer, decompile, or disassemble any software or system provided by Disclosing Party; or (c) solicit Disclosing Party's employees, contractors, customers, or investors.

2.3. Standard of care. Receiving Party shall protect Confidential Information using at least the same degree of care that it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care.

2.4. Permitted disclosures to personnel. Receiving Party may disclose Confidential Information to its employees, contractors, and advisors (collectively, "Representatives") who (a) have a need to know the Confidential Information for the Purpose, and (b) are bound by written confidentiality obligations at least as protective as those in this Agreement, or in the case of attorneys and accountants, by professional duties of confidentiality. Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

2.5. Compelled disclosure. If Receiving Party is compelled by law, subpoena, court order, or valid governmental or regulatory authority to disclose Confidential Information, Receiving Party shall, to the extent legally permissible: (a) provide prompt written notice to Disclosing Party so that Disclosing Party may seek a protective order or other remedy; (b) cooperate with Disclosing Party's reasonable efforts to limit the scope of disclosure; and (c) disclose only the portion of Confidential Information that is legally required to be disclosed.

3. No license; ownership

3.1. All Confidential Information is and shall remain the sole and exclusive property of Disclosing Party. No license, assignment, or other transfer of rights in or to any Confidential Information, patent, copyright, trademark, trade secret, or other intellectual property is granted to Receiving Party under this Agreement, whether expressly, by implication, by estoppel, or otherwise, except the limited right to use Confidential Information for the Purpose as set forth herein.

3.2. Nothing in this Agreement obligates either Party to enter into any further business relationship or to disclose any particular information. Either Party may decline to proceed with the Purpose at any time, in its sole discretion, without liability.

4. Return or destruction

4.1. Upon written request by Disclosing Party at any time, or promptly upon termination of this Agreement, Receiving Party shall, at Disclosing Party's option: (a) return all Confidential Information (including all copies, extracts, and derivatives thereof) to Disclosing Party; or (b) destroy all Confidential Information and certify such destruction in writing to Disclosing Party.

4.2. Retention carve-outs. Notwithstanding Section 4.1, Receiving Party may retain (a) Confidential Information stored in routine system backups, provided that such retained information remains subject to this Agreement until destroyed in the ordinary course; and (b) one archival copy of Confidential Information as required by applicable law or bona fide record-retention policies, solely for legal or compliance purposes.

5. Term and survival

5.1. This Agreement shall commence on the Effective Date and shall continue in effect for a period of [TERM_YEARS] years from the Effective Date, unless earlier terminated by mutual written agreement (the "Term").

5.2. Survival of confidentiality obligations. The confidentiality and non-use obligations of Receiving Party under this Agreement shall survive the expiration or termination of this Agreement for a period of [TERM_YEARS] years from the Effective Date; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, including without limitation the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) or the trade-secret law of [GOVERNING_STATE], the confidentiality and non-use obligations shall continue for so long as such information remains a trade secret.

Drafting note (attorney to confirm): Section 5.2 is the standard "trade secret survival" pattern that avoids the "perpetual NDA = unenforceable" problem. See industry discussion in the framework doc. Attorney should confirm [TERM_YEARS] value (2 / 3 / 5 tradeoff discussed in nda-framework.md) and the trade-secret-tail formulation.

6. Remedies

6.1. Irreparable harm; injunctive relief. Receiving Party acknowledges that any breach or threatened breach of this Agreement would cause Disclosing Party irreparable harm for which monetary damages would be inadequate, and that Disclosing Party shall be entitled to seek equitable relief, including without limitation a temporary restraining order, preliminary injunction, and permanent injunction, to prevent or remedy any such breach, without the requirement of posting a bond and without prejudice to any other remedies available at law or in equity.

6.2. Cumulative remedies. The rights and remedies of Disclosing Party under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity. No failure or delay by Disclosing Party in exercising any right or remedy shall operate as a waiver thereof.

6.3. Attorneys' fees. If either Party brings an action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs incurred in such action, in addition to any other relief granted.

Drafting note (attorney to confirm): "No bond" language is aggressive in favor of Disclosing Party; some courts disregard waiver-of-bond clauses regardless. Attorneys' fees is a two-way street here ("prevailing Party") — some drafts favor Disclosing Party only; attorney should advise on fairness vs. enforceability tradeoff in [GOVERNING_STATE].

7. Whistleblower immunity notice (DTSA)

Pursuant to the federal Defend Trade Secrets Act, 18 U.S.C. § 1833(b), Receiving Party is hereby notified that:

"An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal."

Nothing in this Agreement is intended to conflict with or override this federal immunity.

Drafting note (attorney to confirm): This is required verbatim-or-by-reference under 18 U.S.C. § 1833(b)(3)(A) for contracts with employees, contractors, or consultants restricting the use or disclosure of trade-secret information. Non-compliance forfeits the ability to recover exemplary damages and attorney fees against that individual. Attorney should confirm whether this NDA's use cases (alpha users, investors) trigger the statutory requirement — the statute is written around "employee" (defined broadly to include contractors/consultants) — and either way, inclusion is low-cost insurance. See nda-framework.md §7 for sourcing.

8. Governing law; jurisdiction

8.1. Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of [GOVERNING_STATE], without regard to its conflict-of-laws principles.

8.2. Jurisdiction and venue. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in [GOVERNING_COUNTY], [GOVERNING_STATE] for any action, suit, or proceeding arising out of or relating to this Agreement.

8.3. Waiver of jury trial. EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL in any action, suit, or proceeding arising out of or relating to this Agreement.

Drafting note (attorney to confirm): Jurisdiction tradeoffs (PA vs DE) are compared in nda-framework.md §5. Jury-trial waivers are enforceable in most states (including PA and DE) but some states (e.g., California) disfavor them — attorney should advise whether to keep, strike, or make conditional.

9. Notices

9.1. All notices under this Agreement shall be in writing and delivered by email, with delivery deemed effective upon transmission provided no bounce or delivery-failure notification is received within twenty-four (24) hours.

9.2. Notices shall be addressed:

• To Disclosing Party: [ENTITY_NOTICE_EMAIL]
• To Receiving Party: [SIGNER_EMAIL]

9.3. Either Party may change its notice address by providing written notice to the other Party in accordance with this Section.

10. Electronic signatures and records

10.1. Consent to electronic records and signatures. Each Party consents to the use of electronic records and electronic signatures in connection with this Agreement. Each Party acknowledges that its electronic signature on this Agreement has the same legal force and effect as a handwritten signature.

10.2. Intent to sign. By clicking the "I Agree" or equivalent button and submitting its typed or drawn signature through the Raxx NDA signing portal, Receiving Party expressly intends to sign, and does sign, this Agreement.

10.3. Attribution. Receiving Party acknowledges that Disclosing Party is entitled to rely on: (a) the email address submitted and verified by Receiving Party; (b) the IP address from which Receiving Party accessed the portal; (c) the user-agent string recorded at signing; and (d) the timestamp of signature, in each case as recorded by the portal, to attribute this Agreement to Receiving Party.

10.4. Record retention; retrieval. Disclosing Party will retain an electronic record of this executed Agreement in a form that is capable of accurate reproduction for later reference. Receiving Party has the right to request a copy of the executed Agreement at any time by contacting Disclosing Party at [ENTITY_NOTICE_EMAIL], and Disclosing Party will provide a copy within a commercially reasonable time at no charge.

10.5. Consent withdrawal (future records only). Receiving Party may withdraw its consent to receive future electronic records from Disclosing Party at any time by contacting Disclosing Party. Withdrawal of consent does not affect the validity or enforceability of this Agreement once signed; this Agreement is a binding written contract and remains in force regardless of any future consent withdrawal.

Drafting note (attorney to confirm): Section 10 is constructed to track the ESIGN Act (15 U.S.C. § 7001) and UETA requirements. See esign-compliance-checklist.md for the technical implementation the portal must deliver to operationalize this section. Attorney should confirm whether additional ESIGN § 7001(c)(1)(A)-(D) consumer-consent disclosures (hardware/software requirements, right to paper copy, consent scope, withdrawal procedure) are required given the commercial (vs. consumer) context of this NDA; if yes, those disclosures should be presented in the portal consent flow rather than in the contract body.

11. Miscellaneous

11.1. Entire agreement. This Agreement is the entire agreement of the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether oral or written, relating to the same subject matter.

11.2. Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

11.3. Assignment. Receiving Party may not assign this Agreement, in whole or in part, without the prior written consent of Disclosing Party. Disclosing Party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

11.4. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the Parties.

11.5. No waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

11.6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or scanned signatures shall have the same force and effect as original signatures.

11.7. No partnership or agency. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the Parties.

12. Signatures

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.

Disclosing Party

• [ENTITY_NAME]
• By: [ENTITY_SIGNATORY_NAME]
• Title: [ENTITY_SIGNATORY_TITLE]
• Date: [EFFECTIVE_DATE]

Receiving Party

• [SIGNER_NAME]
• Email: [SIGNER_EMAIL]
• Signature: [SIGNER_SIGNATURE_BLOCK]
• Date: [EFFECTIVE_DATE]
• IP address (for attribution): [SIGNER_IP]
• User agent (for attribution): [SIGNER_UA]

Placeholder reference

Open drafting questions (carry into attorney consult)

1. Entity on Effective Date. Will Raxx LLC be formed by the time this portal goes live? If not, how do we name Disclosing Party — Kris Henderson personally (with assignment to the LLC post-formation), or delay portal launch until formation?
2. Term length. 2 / 3 / 5 years — see framework doc.
3. Governing state. PA (entity home) or DE (convention) — see framework doc.
4. "No bond" injunctive-relief language. Keep as drafted or soften?
5. Attorneys'-fees clause. Two-way (prevailing party) or one-way in favor of Disclosing Party?
6. DTSA notice trigger. Does alpha-access / investor use fit the "employee" statutory definition? (Low-cost to include regardless.)
7. ESIGN § 7001(c) consumer-consent disclosures. Present in contract body, in portal consent flow, or both? Commercial vs. consumer context — attorney to advise.
8. Jury-trial waiver. Keep, strike, or make conditional on jurisdiction?
9. Non-solicitation reference in §2.2(c). Enforceable standalone, or does it need its own agreement (esp. if signer pool will include CA-resident alpha users — CA disfavors non-solicits)?
10. One-way vs. mutual. Confirmed one-way for v1 per epic #161. Attorney to flag any scenarios where a mutual NDA is unavoidable (e.g., investors who will share their own term-sheet drafts) and queue a v2 template.

ATTORNEY REVIEW REQUIRED BEFORE USE. Send this draft to a contract attorney (SaaS / technology-transactions background preferred, licensed in [GOVERNING_STATE]) as part of the #151 consult. Do not use in production. Do not publish to a signing portal until the final attorney-approved version replaces this file.