Version: v1.0 • Date: [EFFECTIVE DATE]
This Unilateral Non‑Disclosure & Confidentiality Agreement (this “Agreement”) is entered into by and between CrownThrive, LLC, a Virginia limited liability company with its principal office in Gretna, Virginia 24557 (“Discloser”), and [COUNTERPARTY LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal office at [ADDRESS] (“Recipient”).
Purpose. Recipient desires to evaluate potential business opportunities with Discloser relating to the CrownThrive™ ecosystem and the CHLOM™ protocol, including investor diligence, partnership evaluation, technology integration, pilot programs, and related initiatives (the “Purpose”). In connection with the Purpose, Discloser may provide Recipient with certain Confidential Information (as defined below).
1. Definitions
1.1 Confidential Information. “Confidential Information” means any non‑public information disclosed by or on behalf of Discloser to Recipient, whether before or after the Effective Date, in any form (written, oral, visual, electronic, samples, or system access), including without limitation: business plans; financials; product roadmaps; technical specifications; source code; models; datasets; algorithms; APIs; smart contracts; token economics; governance and legal strategies; security protocols; compliance frameworks; customer/partner/supplier information; pricing and marketing plans; and any information that, given its nature or the circumstances of disclosure, reasonably should be considered confidential.
Without limiting the foregoing, Confidential Information expressly includes materials related to CHLOM™ (Compliance Hybrid Licensing and Ownership Model), ACE™ (Adaptive Compliance Engine), ZKX™ (Zero‑Knowledge Orchestration Layer), DLA™ (Decentralized Licensing Authority), LEX™ (License Exchange), ADE™ (Attribution & Distribution Engine), Smart Tax™, Smart Treasury™, Smart DeFi™, Smart Staking™, and the dual‑token architecture (CHM and CLOM), as well as documentation and assets for CrownThrive brands and platforms (including FindCliques, NFTCliques, ChainCliques, CrownThrive IO, CrownLytics, CrownPulse, ThrivePush, ThriveGather, ThrivePeer, ThriveTickets, Thrive AI Studio, ThriveTools/ThriveOpt, Kamora360, Go‑Flipbooks, Collab Portal, CrownRewards, CrownFluence, Crown Ambassadors, AdLuxe Network, The Mane Experience, Locticians, Locticians TV, Melaninated Voices Platform & TV, CrownThriveU, The Tame Gallery, The Artful Mane Gallery, Wearable Art, ThriveSeat, XENthrive, Good Shit Only, ThriveThreads, KineticReleaf, ThriveFund, ThriveAlumni).
1.2 Exclusions. Confidential Information does not include information that Recipient can demonstrate by contemporaneous records: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to Recipient without confidentiality obligations prior to disclosure; (c) is independently developed by Recipient without use of or reference to Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.
2. Restrictions & Obligations of Recipient
2.1 Protection & Use. Recipient shall (a) protect Confidential Information with at least the same degree of care it uses for its own similar confidential information, and no less than reasonable care; (b) use Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any third party except as permitted in Section 3.
2.2 No Reverse Engineering; No Model Training; No Benchmarking. Recipient shall not reverse engineer, decompile, disassemble, train or fine‑tune AI/ML models on, or otherwise attempt to derive source code, architectures, schemas, circuits, or underlying ideas from any Confidential Information or any prototypes, sandboxes, datasets, binaries, or SDKs provided. Recipient shall not publish or disclose benchmarks or performance tests without Discloser’s prior written consent.
2.3 No Derivative or Competitive Use. Recipient shall not use Confidential Information to create competing or derivative products or services, file or support any patent or other IP application, or otherwise restrict Discloser’s freedom to operate. Recipient shall not incorporate Confidential Information into any standards or open‑source contributions without Discloser’s prior written consent.
2.4 Security Controls. Recipient will implement administrative, technical, and physical safeguards appropriate to the sensitivity of the Confidential Information, including least‑privilege access controls and encryption in transit and at rest where feasible.
3. Permitted Disclosures
Recipient may disclose Confidential Information (a) to its employees, officers, contractors, advisors (including legal and financial), and prospective financing sources who have a need to know for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement; and (b) to the extent required by law, regulation, or court order, provided that Recipient (i) gives prompt written notice to Discloser (to the extent legally permitted); (ii) cooperates with Discloser’s efforts to seek protective treatment; and (iii) discloses only the minimum required by law.
4. Ownership; Feedback; Residuals
4.1 Ownership. Discloser retains all right, title, and interest in and to the Confidential Information and related IP. No license is granted by this Agreement except the limited right to use Confidential Information for the Purpose.
4.2 Feedback. Any feedback, suggestions, or improvements provided by Recipient (“Feedback”) may be used by Discloser without restriction or obligation. Feedback is not Recipient’s Confidential Information.
4.3 No Residuals. The Parties expressly disclaim any residuals right. Recipient may not rely on unaided “residual” knowledge to compete with or design around the Confidential Information.
5. Return and Destruction
Upon Discloser’s request or termination of discussions, Recipient shall promptly (a) cease use of Confidential Information; (b) return or destroy all materials containing Confidential Information; and (c) certify destruction in writing upon request, except that Recipient may retain (i) a single archival copy for legal compliance, stored securely, and (ii) copies retained by automated backup systems in the ordinary course, which shall remain subject to this Agreement.
6. Term; Survival
6.1 Term. This Agreement begins on the Effective Date and continues for three (3) years, unless earlier terminated by Discloser on written notice.
6.2 Survival. Recipient’s confidentiality obligations survive for five (5) years from the last disclosure hereunder; trade secrets, source code, and security architectures survive indefinitely (or as long as such information remains a trade secret under applicable law).
7. Remedies; Equitable Relief
Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate. Discloser is entitled to seek injunctive relief (including TROs and preliminary injunctions) in addition to any other remedies, without the necessity of posting a bond.
8. Compliance; Export; Anti‑Corruption
Recipient shall comply with applicable laws, including export controls and sanctions. Recipient represents it will not use Confidential Information in violation of anti‑corruption or anti‑bribery laws and that Recipient is not a prohibited or denied party.
9. Non‑Circumvention & Non‑Solicitation (Optional)
For twelve (12) months from the Effective Date, Recipient shall not circumvent Discloser in direct dealings with Discloser‑introduced partners, vendors, or investors; nor solicit for employment Discloser’s employees or key contractors identified through the Purpose (general solicitations excluded). [Strike or edit if not desired.]
10. No Publicity; No Filings
Recipient shall make no public announcements about the Purpose without Discloser’s prior written consent. Recipient shall not file or support any patent or other IP application based on or disclosing the Confidential Information.
11. Governing Law; Venue
This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflicts of law principles. The Parties consent to exclusive jurisdiction and venue in the state or federal courts located in [SELECT: Pittsylvania County, VA / Western District of Virginia].
12. Assignment; Successors
Recipient may not assign this Agreement, in whole or in part, without Discloser’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations.
13. Notices
To Discloser (CrownThrive, LLC): Gretna, VA 24557 Email: [email protected]
To Recipient: [COUNTERPARTY LEGAL NAME] [ADDRESS] Email: [LEGAL NOTICE EMAIL]
14. Entire Agreement; Waiver; Severability; Counterparts
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes prior or contemporaneous agreements. Any waiver must be in writing. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable; the remainder remains in effect. This Agreement may be executed in counterparts and by electronic signatures, each deemed an original.
Optional Evaluation License Addendum (For internal pilots only)
Subject to this Agreement, Discloser may provide limited SDKs/APIs/binaries solely for internal evaluation for ninety (90) days. No production use. No sublicensing. All outputs and derivatives remain Discloser’s property unless otherwise agreed in a separate signed agreement.
Signatures
CrownThrive, LLC (Discloser) By: _______________________________ Name: Kavonte Jones Sr. Title: Founding Member Date: _____________________________
[COUNTERPARTY LEGAL NAME] (Recipient) By: _______________________________ Name: _____________________________ Title: _____________________________ Date: _____________________________
Schedule A — Illustrative Categories of Confidential Information
- CHLOM™ internals: ACE™, ZKX™, DLA™, LEX™, ADE™, Smart Tax™, Smart Treasury™, Smart DeFi™, Smart Staking™, CHM/CLOM token models, policy DSL, royalty DAGs, oracle schemas, ZK circuits, validator configs, audit hooks.
- Ecosystem assets: product roadmaps, pricing, revenue models, customer/partner lists, media plans, brand playbooks, analytics, security runbooks, support tiers.
Schedule B — Minimum Security Controls (Illustrative)
- Least‑privilege access; MFA; encryption at rest/in transit; logging/monitoring; secure disposal; third‑party confidentiality for advisors; incident notice within 72 hours of suspected breach.
Schedule C — Non‑Circumvention / Non‑Solicit Entities (Optional)
[List of specifically introduced partners/investors/vendors subject to Section 9].