Mutual Non-Disclosure Agreement

Version: portal-mutual-3 · approved 2026-09-11

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of 23 September 2026 (the “Effective Date”) between ProtoDynamics LLC (“ProtoDynamics”), a Florida limited liability company represented by Cory Patrick Graves, and the person or entity that accepts it under Section 14 (the “Counterparty”). Each is a “Party.” A Party sharing information is the “Discloser” and a Party receiving it is the “Recipient.” The obligations below run both ways.

1. Purpose

The “Purpose” is evaluating or pursuing any business relationship between the Parties, including collaboration, joint development, licensing, investment or acquisition. The Purpose continues past the first review of the materials on ip.protodynamics.us.

2. Confidential Information

• (a) “Confidential Information” means non-public information of any kind that a Discloser, or someone acting for it, shares with the Recipient in connection with the Purpose. It covers every channel, from the portal to email, meetings and samples.
• (b) It includes information shared before or after the Effective Date. Every later disclosure made in connection with the Purpose is covered, whether or not it was part of the first portfolio review and whether or not the Parties sign anything further.
• (c) For ProtoDynamics it includes, without limitation, the portal materials and the patent applications, invention disclosures, designs, data and business plans that ProtoDynamics makes available, whoever holds the rights in them.
• (d) It also includes a Recipient’s notes and analyses that reflect the Discloser’s information, and anything marked confidential or that a reasonable person would understand to be confidential.

3. Obligations

Each Recipient will:

• (a) use the Discloser’s Confidential Information only for the Purpose;
• (b) keep it confidential, sharing it only with its Representatives under Section 4 or with the Discloser’s written consent;
• (c) protect it with at least the care it gives its own confidential information, and never less than reasonable care (including reasonable access controls and, for electronic copies, encryption where reasonably available);
• (d) not reverse engineer, or try to work out the composition or design of, any sample, prototype or software that embodies it, unless the Discloser agrees in writing; and
• (e) promptly tell the Discloser about any unauthorized use or disclosure it learns of.

4. Representatives

A Recipient may share Confidential Information with its members, managers, directors, officers, employees, partners, contractors and professional advisors (its “Representatives”) who need it for the Purpose and are bound by duties of confidentiality at least as strict as these. Each Party is responsible for any breach by its Representatives.

5. Exclusions

This Agreement does not cover information that the Recipient can show, through written records, (a) is or becomes public through no fault of the Recipient; (b) it already knew, free of any duty of confidentiality, before the Discloser shared it; (c) it received rightfully from a third party that owed no duty of confidentiality; or (d) it developed independently, without using the Discloser’s Confidential Information.

6. Required Disclosure and Protected Reporting

• (a) If law or a court order requires the Recipient to disclose Confidential Information, it will give the Discloser prompt written notice where the law allows, so the Discloser can seek protection, and it will disclose only what is required.
• (b) Nothing in this Agreement limits any right under 18 U.S.C. § 1833(b). That law provides: “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.” It also provides: “An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual— (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

7. Future Disclosures and Other Agreements

• (a) This is a standing agreement. It covers every disclosure between the Parties made in connection with the Purpose while it is in effect, including due diligence, pilots, joint development and any later collaboration, so no new non-disclosure agreement is needed for each stage.
• (b) If the Parties sign a separate written agreement that expressly deals with confidentiality for a specific project, that agreement controls that project where the two conflict. This Agreement still governs everything else.
• (c) This Agreement adds to any other written confidentiality agreement between the Parties and does not replace or weaken it. Where more than one applies to the same information, the more protective terms govern.
• (d) Rights in anything the Parties create together will be set out in a separate written agreement. Until then, the rights in each Party’s information and intellectual property stay with whoever holds them, and neither Party may file a patent application that uses or discloses the other’s Confidential Information.

8. Term and Survival

This Agreement covers disclosures made from the Effective Date until either Party ends it by written notice. Obligations for information already shared continue for five (5) years from each disclosure and, for any trade secret, for as long as it remains a trade secret under applicable law. Sections 2 through 7 and 9 through 13 survive termination.

9. Return or Destruction

Within ten (10) calendar days after the Discloser’s written request, the Recipient will return the Discloser’s Confidential Information or destroy it, and confirm in writing that it has done so. The Recipient may keep one archival copy needed for legal or regulatory recordkeeping, plus routine automatic backups; both stay subject to this Agreement.

10. No License or Obligation

• (a) Neither Party grants the other any license or other right in the information or intellectual property it discloses, beyond using Confidential Information for the Purpose. Confidential Information remembered by a Recipient or its Representatives is still covered; there is no residuals right.
• (b) Confidential Information is provided “as is,” without warranty.
• (c) Neither Party must disclose or accept any particular information, continue discussions, or enter into a transaction. This Agreement creates no partnership or joint venture.
• (d) Each Party may still develop and sell its own products and technology, including competing ones, as long as it does not use the other Party’s Confidential Information.
• (e) Suggestions one Party offers about the other’s technology give it no rights in that technology.

11. Remedies

Misuse of Confidential Information may cause irreparable harm that money damages cannot adequately remedy, so the Discloser may seek an injunction and specific performance in addition to any other remedy available at law or in equity. The prevailing Party in any action to enforce this Agreement may recover its reasonable attorneys’ fees and costs. A delay in enforcing a right does not waive it.

12. Governing Law & Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state courts located in Palm Beach County, Florida, or the United States District Court for the Southern District of Florida, and each Party consents to the personal jurisdiction of such courts and waives any objection to venue therein.

13. General

This Agreement, with any agreement described in Section 7, is the Parties’ complete agreement on its subject. Amendments must be in writing and signed by both Parties. If a court finds any provision unenforceable, the rest remains in effect. Anyone accepting for an entity confirms they have authority to bind it.

14. Electronic Signature

The Counterparty signs this Agreement by entering its details in the acceptance block, checking the box and submitting. In doing so, the Counterparty adopts that process as its electronic signature, with the intent to sign this Agreement, and agrees that it has the same legal effect as a handwritten signature. ProtoDynamics signs by issuing the Counterparty access to ip.protodynamics.us. ProtoDynamics keeps a record of each acceptance: the executed agreement as rendered at signing, including its version line, and its SHA-256 hash; the details entered; the date and time; and the originating network address. ProtoDynamics will send the Counterparty a copy of the executed agreement on request.

15. Notices

Notices under this Agreement must be in writing and sent by email: to the Counterparty at the email address entered in the acceptance block, and to ProtoDynamics at protodynamics01@gmail.com. A notice takes effect when sent, unless the sender gets an automated message that it was not delivered. Either Party may change its notice address by notice to the other.

16. Assignment

Neither Party may assign this Agreement without the other’s written consent, except that either Party may assign it to a successor to all or substantially all of the business it relates to, and ProtoDynamics may also assign it to an affiliate or to anyone who acquires rights in information ProtoDynamics disclosed under it. This Agreement binds and benefits the Parties and their permitted successors and assigns.

17. Export Controls

Confidential Information may include technology or technical data controlled under U.S. export control laws, including the Export Administration Regulations. The Recipient will not export, re-export or transfer it, or release it to a foreign person in the United States or abroad, except as those laws allow. ProtoDynamics may withhold or limit access to any material until it confirms a release is allowed.