TradersNav / Work

NON-DISCLOSURE, CONFIDENTIALITY, AND NON-CIRCUMVENTION AGREEMENT

PURPOSE

TO EXPLORE AREAS OF BUSINESS COOPERATION AND COLLABORATION

This Agreement is entered into for the purpose of evaluating potential business cooperation, advisory participation, technical collaboration, investment discussions, or strategic partnership opportunities relating to the TradersNav platform and associated technologies.

During the course of these discussions, the parties may disclose confidential, proprietary, or sensitive information. This Agreement establishes the obligations of the parties regarding confidentiality, non-circumvention, and the proper use of such information.

WHEREAS, the parties wish to define certain parameters of their relationship and protect confidential information, business relationships, and proprietary materials.

WHEREAS, the parties desire to enter into discussions and potential collaborations for their mutual benefit.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

TERMS AND CONDITIONS

1. NON-CIRCUMVENTION

The parties agree that they shall not knowingly and intentionally bypass the other party in connection with any specific business opportunity, investor, strategic partner, or contact that was directly introduced in writing under this Agreement, where the sole and demonstrable purpose of such bypass is to exclude the introducing party from participation in that specific transaction.

Definition of Circumvention: For purposes of this Agreement, "circumvention" means a deliberate, documented act by one party to engage directly with a contact specifically and exclusively introduced by the other party under this Agreement, with the proven intent of eliminating the introducing party's agreed-upon role in that specific transaction. General industry activity, pre-existing relationships, independently sourced contacts, or activities unrelated to introductions made under this Agreement do not constitute circumvention.

Dispute Process: No action shall be deemed circumvention unless the alleging party first provides written notice to the other party identifying the specific act alleged to constitute circumvention. The receiving party shall have thirty (30) days from receipt of such notice to respond in writing and, where applicable, present evidence or propose a remedy. If the parties cannot resolve the dispute within thirty (30) days of the response, either party may pursue resolution through the dispute mechanism described in Section 7 of this Agreement. No unilateral determination of circumvention shall be binding.

Breach Remedy: Any attempt to circumvent this Agreement, as determined through the process described above, is considered a breach of this Agreement. In the event of such breach, the non-breaching party shall have the right to pursue a breach of contract claim and all remedies available under applicable law, including damages and reasonable legal fees. This Agreement does not impose penalties, forfeitures, or obligations beyond what is recoverable under a standard breach of contract claim.

2. CONFIDENTIALITY

Each party agrees to maintain strict confidentiality regarding all proprietary or confidential information received from the other party.

Confidential information includes but is not limited to: business strategies, software architecture, algorithms, artificial intelligence systems, machine learning models, data pipelines, source code, platform architecture, product development plans, financial models, market intelligence methodologies, research and documentation, investor information, business contacts and partnerships.

Such information shall not be disclosed to any third party without the express written consent of the disclosing party.

3. PROTECTION OF BUSINESS SOURCES

The parties agree not to disclose or use the names, contact details, or identities of any investors, funding sources, partners, or other business contacts introduced under this Agreement for any purpose other than the evaluation of a potential collaboration unless written permission has been granted.

4. NON-SOLICITATION OF INTRODUCED CONTACTS

Neither party shall directly solicit, negotiate, or enter into business relationships with contacts introduced by the other party for the purpose of bypassing or excluding the introducing party. Any collaboration with introduced contacts must involve mutual consent between the parties.

5. BREACH AND REMEDIES

Any attempt to circumvent this Agreement or misuse confidential information shall constitute a material breach of this Agreement. In the event of such breach, the non-breaching party shall have the right to pursue all remedies available under applicable law, including but not limited to injunctive relief, damages, and recovery of reasonable legal fees and costs.

6. ALLOCATION OF BENEFITS

Any financial consideration, commissions, participation fees, or other benefits arising from business opportunities developed jointly under this Agreement shall be allocated as mutually agreed in writing by the parties.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and interpreted in accordance with the laws of the United States. Any disputes arising from this Agreement shall be resolved in a mutually agreed jurisdiction within the United States.

8. TERM

This Agreement shall remain in effect for a period of three (3) years from the date of execution.

CONFIDENTIAL PERSONNEL CLAUSE

All employees, contractors, developers, advisors, consultants, and collaborators engaged with TradersNav are bound by strict confidentiality obligations. This includes any individual who accesses proprietary materials, technical documentation, system architecture, research information, or internal materials related to the TradersNav platform.

NON-DISCLOSURE REQUIREMENT

Personnel must not disclose, distribute, reproduce, or communicate confidential information to any third party without written authorization from TradersNav. This obligation remains in effect during the engagement and after the relationship ends.

USE LIMITATION

Confidential information may only be used for the specific purpose of evaluating or contributing to the development, research, or operations of TradersNav. Any other use is strictly prohibited.

INTELLECTUAL PROPERTY PROTECTION

All work produced during engagement with TradersNav, including software code, algorithms, documentation, designs, models, systems, and research materials, shall be considered proprietary intellectual property of TradersNav unless otherwise defined in a separate written agreement.

For purposes of this Agreement, "TradersNav Intellectual Property" includes all proprietary and non-public information owned, created, developed, licensed, conceived, or controlled by Dr. Jamel Dennis and the TradersNav platform. This includes but is not limited to: source code, algorithms, software architecture, APIs, machine learning models, training data, business models, trading methodologies, trade secrets, platform systems, data structures, and derivative works.

CONCEPT PROTECTION AND NON-DEVELOPMENT

The receiving party acknowledges that TradersNav represents a proprietary trading intelligence platform including unique system architecture, workflows, methodologies, and strategic concepts developed by Dr. Jamel Dennis.

The receiving party agrees that any confidential information, concepts, system designs, operational models, platform structures, or methodologies disclosed under this Agreement shall not be used to directly or indirectly design, develop, replicate, or assist in the development of any competing platform, product, or service that substantially replicates the core functionality or business model of TradersNav.

This restriction applies whether such development is performed independently, with another organization, or through a third party. Nothing in this clause restricts the receiving party from engaging in general activities within the financial technology, trading, or software industries, provided such activities do not involve the misuse or replication of TradersNav confidential information or proprietary methodologies.

NO LICENSE OR OWNERSHIP TRANSFER

All confidential information, concepts, technologies, and intellectual property disclosed under this Agreement remain the sole property of TradersNav. Nothing in this Agreement shall be interpreted as granting the receiving party any license, ownership rights, or commercial usage rights to any TradersNav intellectual property unless expressly granted through a separate written agreement.

INJUNCTIVE RELIEF

The parties acknowledge that unauthorized disclosure or misuse of confidential information or intellectual property may cause irreparable harm that cannot be adequately remedied by monetary damages alone. In the event of such breach or threatened breach, the disclosing party shall have the right to seek immediate injunctive relief or equitable remedies from a court of competent jurisdiction in addition to any other legal remedies available.

CONFIDENTIALITY EXCEPTIONS

Confidential information shall not include information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party prior to disclosure; is independently developed by the receiving party without reference to the disclosed information; or is lawfully received from a third party without restriction.

SURVIVAL

All confidentiality, intellectual property, and non-circumvention obligations contained in this Agreement shall survive termination of any relationship between the parties.

BREACH CONSEQUENCES

Any unauthorized disclosure, misuse, or circumvention of confidential information may result in termination of engagement and legal action.

ACCEPTANCE

Acceptance of this Agreement through electronic signature, checkbox confirmation, or digital acknowledgment shall constitute a legally binding agreement between the parties. Electronic signatures shall be deemed equivalent to handwritten signatures for all purposes.

By checking the box agreeing to the Terms and Conditions on TradersNav.com or by providing an electronic signature, the viewer acknowledges that they have read, understood, and agreed to the terms of this Agreement.