Technical Paper

This document contains confidential and proprietary information protected under Non-Disclosure Agreement.

Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is entered into as of the date of digital acceptance below, by and between:

Disclosing Party: DayLux / Jonathan Swanson (“Company”)

Receiving Party: The undersigned individual or entity (“Recipient”)

1. Purpose

The Company wishes to disclose certain confidential and proprietary information relating to its solar light collection, routing, and distribution technology, business plans, and investment opportunity (the “Purpose”). The Recipient wishes to receive such information solely for the purpose of evaluating a potential investment, business relationship, or academic research collaboration.

2. Confidential Information

“Confidential Information” means all information disclosed by the Company to the Recipient, whether orally, in writing, electronically, or by any other means, including but not limited to:

  1. Technical specifications, optical system designs, engineering concepts, and system architecture
  2. Patent applications, claims, and intellectual property filings (pending or planned)
  3. Business plans, financial projections, market analysis, and pricing strategies
  4. Proprietary algorithms, control systems, magneto-optical concepts, and software designs
  5. Prototype designs, test data, experimental results, and performance metrics
  6. Technical papers, research findings, and related correspondence

3. Obligations of Recipient

The Recipient agrees to:

  1. Hold all Confidential Information in strict confidence
  2. Not disclose Confidential Information to any third party without prior written consent of the Company
  3. Not use Confidential Information for any purpose other than the Purpose stated above
  4. Not copy, reproduce, or distribute Confidential Information except as necessary for the Purpose
  5. Protect Confidential Information with at least the same degree of care used to protect their own confidential information, but no less than reasonable care
  6. Promptly notify the Company of any unauthorized disclosure or use of Confidential Information

4. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient prior to disclosure; (c) is independently developed by the Recipient without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Recipient gives the Company prompt notice.

5. No License or Rights Granted

Nothing in this Agreement grants the Recipient any rights to the Company’s patents, copyrights, trademarks, trade secrets, or other intellectual property. No license is implied or granted.

6. No Obligation to Proceed

This Agreement does not obligate either party to enter into any further agreement, investment, or business relationship.

7. Term

The obligations of confidentiality shall survive for a period of three (3) years from the date of acceptance of this Agreement.

8. Remedies

The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Company, and that monetary damages may be inadequate. The Company shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, United States of America.

Please complete all required fields and accept the agreement.
Date of execution: