Version: v1.0 • Date: [EFFECTIVE DATE]
This Mutual Non‑Disclosure & Confidentiality Agreement (the “Agreement”) is entered into by and between CrownThrive, LLC, a Virginia limited liability company with its principal office in Gretna, Virginia 24557 (“CrownThrive”), and [COUNTERPARTY LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal office at [ADDRESS] (“Counterparty”). CrownThrive and Counterparty may be referred to individually as a “Party” and collectively as the “Parties.”
Purpose. The Parties wish to explore one or more business opportunities relating to CrownThrive’s ecosystem and the CHLOM™ protocol, including investor diligence, partnership evaluation, technology integration, pilot programs, and related initiatives (the “Purpose”). In connection with the Purpose, each Party may disclose to the other 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 a Party (“Discloser”) to the other Party (“Recipient”), whether before or after the Effective Date, in any form (written, oral, visual, electronic, samples, or access to systems), including without limitation: business plans, financials, product roadmaps, technical specifications, source code, models, datasets, algorithms, APIs, smart contracts, token economics, governance documents, legal strategies, security protocols, compliance frameworks, customer and supplier information, pricing, marketing plans, and any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
Without limiting the foregoing, CrownThrive’s Confidential Information expressly includes materials relating 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, Melanin Magic, Melanated 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 known to Recipient without confidentiality obligations before disclosure;
(c) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information; or
(d) is rightfully received from a third party without confidentiality obligations.
2. Obligations; Use Restrictions
2.1 Protection. Recipient shall
(a) use at least the same degree of care it uses to protect 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 Benchmarking. Recipient shall not reverse engineer, decompile, disassemble, train models on, or otherwise attempt to derive source code, architectures, schemas, circuits, or underlying ideas from any Confidential Information or any prototypes, sandboxes, datasets, or binaries provided. Recipient shall not publish or disclose benchmarks or performance tests regarding Discloser’s Confidential Information without Discloser’s prior written consent.
2.3 No Derivative 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. Recipient will implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the Confidential Information, including access controls, encryption in transit and at rest where feasible, and least‑privilege access.
3. Permitted Disclosures
Recipient may disclose Confidential Information
(a) to its employees, officers, contractors, advisors (including legal and financial), and potential 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. As between the Parties, Discloser retains all right, title, and interest in and to its Confidential Information and any related IP. No license is granted by this Agreement except the limited right to use Confidential Information for the Purpose.
4.2 Feedback. If Recipient provides feedback, suggestions, or improvements (collectively, “Feedback”), Discloser may use such Feedback without restriction or obligation. Feedback shall not be considered Recipient’s Confidential Information.
4.3 Residuals. The Parties expressly disclaim any residuals right. Recipient may not use unaided “residual” knowledge to compete with or design around Discloser’s Confidential Information.
5. Return/Destruction
Upon Discloser’s request or termination of discussions, Recipient shall promptly
(a) cease use of Confidential Information;
(b) return or destroy all tangible materials and permanently delete electronic copies; 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 either Party on thirty (30) days’ notice.
6.2 Survival. Confidentiality obligations survive for five (5) years from the last disclosure hereunder; trade secrets and source code survive indefinitely (or as long as such information remains a trade secret under applicable law).
7. Equitable Relief; Remedies
Recipient acknowledges that unauthorized use or disclosure may cause irreparable harm for which monetary damages are inadequate. Discloser is entitled to seek injunctive relief (including temporary restraining orders and preliminary injunctions) in addition to any other remedies available at law or equity, 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 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’s named partners, vendors, or investors introduced through the Purpose, 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 or press releases about the Purpose without Discloser’s prior written consent. Recipient shall not file or support any patent or IP application that is based on or would disclose Discloser’s Confidential Information.
11. Governing Law; Venue
This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflicts of laws principles. The Parties consent to the exclusive jurisdiction and venue of state or federal courts located in [SELECT: Pittsylvania County, VA / Western District of Virginia] for any dispute arising out of or relating to this Agreement.
12. Assignment; Successors
Neither Party may assign this Agreement without the other Party’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 hereunder.
13. Notices
To CrownThrive: CrownThrive, LLC Gretna, VA 24557 Email: [email protected]
To Counterparty: [COUNTERPARTY LEGAL NAME] [ADDRESS] Email: [LEGAL NOTICE EMAIL]
14. Entire Agreement; Waiver; Severability; Counterparts
This Agreement constitutes the entire agreement 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, and the remainder will remain in effect. This Agreement may be executed in counterparts and by electronic signatures, each deemed an original.
15. Optional Evaluation License Addendum (Internal Pilots Only)
Subject to this Agreement, Discloser grants Recipient a limited, non‑exclusive, non‑transferable, revocable license to internally evaluate Discloser’s SDKs, APIs, documentation, datasets, or binaries solely for the Purpose, for a period of ninety (90) days from delivery. No production use. No sublicensing. All outputs and derivatives remain Discloser’s property unless otherwise agreed in a separate signed agreement.
Signatures
CrownThrive, LLC By: _______________________________ Name: Kavonte Jones Sr. Title: Founding Member Date: _____________________________
[COUNTERPARTY LEGAL NAME] By: _______________________________ Name: _____________________________ Title: _____________________________ Date: _____________________________
Schedule A — Categories of CrownThrive Confidential Information (Illustrative)
- 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.
- CrownThrive 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)
- Access control (least privilege); MFA; encrypted storage (at rest/in transit); logging/monitoring; secure disposal; third‑party confidentiality for advisors; incident notice to Discloser 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].