Mutual Non-Disclosure Agreement

Version 1.0 · SHA-256: 9a827d736c454771…

FITTIN INC. — MUTUAL NON-DISCLOSURE AGREEMENT

Version 1.0

This Mutual Non-Disclosure Agreement ("Agreement") is entered into electronically

between FITTIN INC., a Delaware corporation ("FITTIN"), and the individual or

entity identified by the email address provided during account creation ("Client").

Acceptance is effected electronically pursuant to the Electronic Signatures in

Global and National Commerce Act, 15 U.S.C. § 7001 et seq. ("ESIGN"), and the

Uniform Electronic Transactions Act ("UETA"), as adopted in applicable states.

─────────────────────────────────────────────────────────────────────────────

1. PURPOSE

1.1 The parties anticipate disclosing certain Confidential Information to each

other in connection with FITTIN's provision of IP consulting and analysis

services to Client.

1.2 This Agreement governs the disclosure, receipt, and protection of such

information prior to and during the service engagement.

2. CONFIDENTIAL INFORMATION

2.1 "Confidential Information" means all non-public information disclosed by one

party ("Disclosing Party") to the other ("Receiving Party"), in any form or

medium, that: (a) is designated as confidential at the time of disclosure; or

(b) a reasonable person would understand to be confidential given the nature

of the information and the circumstances of disclosure.

2.2 Client Confidential Information includes, without limitation: invention

disclosures, patent application drafts, provisional applications, product

designs, trade secrets, source code, business strategies, financial data,

technical architectures, market intelligence, and competitive analyses

submitted to FITTIN.

2.3 FITTIN Confidential Information includes: analytical methodologies, AI

pipeline architecture, internal scoring frameworks, unreleased service

roadmaps, client lists, and proprietary templates.

3. EXCLUSIONS

3.1 Confidentiality obligations do not apply to information that:

(a) is or becomes publicly available through no act or omission of the

Receiving Party;

(b) was already known to the Receiving Party without restriction prior to

disclosure by the Disclosing Party;

(d) is independently developed by the Receiving Party without use of or

reference to the Disclosing Party's Confidential Information.

3.2 A disclosure required by applicable law, regulation, or court order does not

constitute a breach of this Agreement, provided the Receiving Party: (a) gives

prompt prior written notice to the Disclosing Party; and (b) reasonably

cooperates to limit the scope and effect of the required disclosure.

4. OBLIGATIONS

4.1 Each Receiving Party shall:

(a) hold all Confidential Information of the Disclosing Party in strict

confidence and not disclose it to any third party without the Disclosing

Party's prior written consent;

(b) use Confidential Information solely to evaluate, negotiate, and/or receive

the FITTIN IP consulting services described in the applicable service tier;

need to know, who are bound by confidentiality obligations at least as

protective as those set forth herein; and

(d) protect Confidential Information using at least the same degree of care

used to protect its own confidential information, but in no event less

than reasonable care.

4.2 FITTIN specifically agrees that Client's submitted invention disclosures,

business plans, and technical materials constitute Client's Confidential

Information and will be used solely to provide the requested IP consulting

services. FITTIN will not use such materials for internal commercial purposes

or disclose them to competitors.

5. INTELLECTUAL PROPERTY OWNERSHIP

5.1 All inventions, ideas, designs, trade secrets, and other materials submitted

by Client to FITTIN remain the exclusive property of Client. Submission to

FITTIN for analysis does not transfer any ownership rights to FITTIN.

5.2 Deliverables prepared specifically for Client under a paid service tier are

assigned to Client upon receipt of full payment for that tier. Prior to full

payment, all deliverables remain the property of FITTIN.

5.3 FITTIN retains all rights in its pre-existing and independently developed

methodologies, AI pipeline, scoring models, frameworks, templates, and

know-how. Client receives a non-exclusive, perpetual, non-transferable license

to use FITTIN methodology incorporated in delivered reports solely for Client's

internal business purposes.

6. NOT LEGAL ADVICE — IMPORTANT DISCLAIMER

6.1 FITTIN IS NOT A PATENT ATTORNEY, PATENT AGENT, OR LAW FIRM. FITTIN DOES NOT

PROVIDE LEGAL ADVICE, LEGAL OPINIONS, OR LEGAL REPRESENTATION OF ANY KIND.

6.2 FITTIN services constitute strategic IP consulting based on practical

experience. No attorney-client relationship is created by this Agreement or

by use of any FITTIN services or deliverables.

6.3 Patent drafting, filing, prosecution, and any legal work require engagement

of a licensed USPTO-registered patent attorney or agent, at Client's sole

expense.

7. TERM AND TERMINATION

7.1 This Agreement is effective upon Client's electronic acceptance and remains

in effect until terminated by either party upon thirty (30) days' written

notice.

7.2 Confidentiality obligations under Section 4 survive termination of this

Agreement for a period of five (5) years from the date of termination.

7.3 Termination does not affect rights or obligations accrued prior to termination.

8. REMEDIES

8.1 Each party acknowledges that breach of this Agreement may cause irreparable

harm for which monetary damages would be inadequate. Either party may seek

injunctive or other equitable relief in any court of competent jurisdiction,

without posting bond or proving actual damages, in addition to all other

available remedies at law or in equity.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 This Agreement is governed by the laws of the State of Delaware, without

regard to its conflict-of-law principles.

9.2 Any dispute arising out of or relating to this Agreement shall be submitted

to binding arbitration administered by JAMS in Wilmington, Delaware, under

JAMS Streamlined Arbitration Rules then in effect. The arbitrator's decision

is final and binding. Judgment may be entered in any court of competent

jurisdiction.

9.3 Notwithstanding the foregoing, either party may seek emergency injunctive or

equitable relief in any court of competent jurisdiction without waiving the

right to arbitration.

10. ELECTRONIC SIGNATURE AND RECORD

10.1 Client's electronic acceptance of this Agreement — specifically, activation

of the acceptance checkbox on the FITTIN platform — constitutes Client's

valid and binding electronic signature pursuant to ESIGN (15 U.S.C. § 7001)

and UETA.

10.2 FITTIN maintains a permanent acceptance record for each Client, which

includes: document version, SHA-256 text hash, UTC timestamp, IP address,

browser user agent, and selected service tier.

10.3 Client acknowledges having had the opportunity to read the full text of this

Agreement as displayed at the time of acceptance and confirms understanding

of its terms.

11. GENERAL

11.1 This Agreement constitutes the entire agreement between the parties

concerning its subject matter and supersedes all prior oral or written

discussions regarding confidentiality.

11.2 This Agreement may not be amended except by a written instrument signed by

both parties, or by FITTIN providing thirty (30) days' advance written notice

to Client of changes.

11.3 If any provision is held unenforceable, it shall be modified to the minimum

extent necessary to make it enforceable; all remaining provisions remain

in full force and effect.

11.4 Failure to enforce any right or provision shall not constitute a waiver of

such right or provision.

This NDA applies to all invention disclosures and confidential materials submitted through the FITTIN portal. Acceptance is recorded electronically alongside your Platform Terms acceptance.

← Back Read Terms of Service →