| Parties | This Mutual Confidentiality and Nondisclosure Agreement ("Agreement") is entered into as of the date written by the Parties on the execution page, by and between: Disclosing/Receiving Party A: PowerlaneIQ Inc. ("PowerLaneIQ"), a company domiciled in the State of Florida. Disclosing/Receiving Party B: the individual and, if named, the company identified on the execution page (the "Consultant" or "Recipient"). Each is a "Party" and together the "Parties." |
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| Purpose | The Parties furnish confidential information under this Agreement to evaluate a potential partnership, engineering collaboration, and infrastructure strategies related to PowerLane's work, and the PowerLaneIQ solar-to-hydrogen briefing and C-01 vault (the "Purposes"). The briefing is a first-person description of method. It is not a stamped drawing set, not a performance guarantee, and not an offer of securities. |
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| 1. Confidential Information | Confidential Information means all proprietary or nonpublic information disclosed by one Party to the other, including the PowerLaneIQ narrated briefing, source papers, schematics, narration paper, C-01 vault, executed-original hash log, and any oral discussion of the same. It includes, by description and without incorporating operating numbers: dual hydronic rails; WWWWW back-of-module channels with a recovery loop at the top of each panel and interlocking headers to the PEM cylinder; Faraday-OR splitters onto a shared collector; stored oxygen as fuel-cell feedstock; tubular PEM straw packs and a large-diameter honeycomb recombiner; solar-heated deionized feedwater so the electrolyzer is specified without a fossil boiler; telemetry, overnight dispatch, and staged scale-up; behind-the-meter siting; and C-01 splitter and re-combiner architecture. Planning estimates spoken in the briefing are not warranties. Information that is public without breach, lawfully obtained from a third party, already in the Recipient's possession, or independently developed is not Confidential Information. |
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| 1(e) Briefing coverage | The PowerLaneIQ presentation is within the scope of Confidential Information as description of method, including the chapters titled Prologue, The Neighbor, The Queue, Two Rails, The Cascade, Silicon, The Collection, Primary/Secondary, Sidestream, Current Sources, Shared BOP, Our Oxygen, The Tube, Feedwater, Telemetry, Overnight, Stage One, and The Stages, and the C-01 vault. Coverage is of the topologies, sequences, and combinations described. |
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| 2. Use and Protection | The Recipient agrees not to use Confidential Information except to evaluate or execute the Purposes; not to disclose it to any third party without written consent; to restrict disclosure to persons with a need-to-know who are bound by confidentiality; and not to reverse engineer, copy, or create derivative works from it. |
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| 3. Ownership and Return | All Confidential Information remains the property of the Disclosing Party. No license is conferred. Project Technology developed jointly is presumed to belong to PowerLane unless agreed otherwise in writing. Upon termination or request, Confidential Information shall be returned or destroyed. |
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| 4. Legal Disclosure | If disclosure is required by law, Recipient must notify Disclosing Party prior to compliance and limit disclosure to that which is legally required. |
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| 5. Remedies | Breaches may cause irreparable harm. The Disclosing Party is entitled to injunctive relief, equitable remedies, and recovery of legal costs including attorneys' fees. |
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| 6. Term | This Agreement commences on the execution date and continues for five (5) years unless terminated earlier. Confidentiality obligations survive for ten (10) years after termination. |
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| 7. Governing Law | This Agreement is governed by the laws of the State of Florida, USA. Exclusive venue is the state and federal courts in Volusia County, Florida. Kansas is not the governing law. |
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| 8. Execution | On-screen signature, SHA-256 of the executed original, and Bitcoin timestamp of that digest are the unlock key for this viewport and for C-01. They record the counterpart. They do not replace counsel. Confer with an attorney before you sign. |
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