NDA & Confidentiality Agreement

1. Parties and Purpose

This Mutual Non-Disclosure Agreement ("NDA") is between HookPilot Caption Studio LLC ("HookPilot") and the counterparty identified in the executing document ("Counterparty"). The parties want to evaluate a potential or existing business relationship ("Purpose") and may share confidential information for that Purpose.

2. Confidential Information

"Confidential Information" means information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or that a reasonable person would understand to be confidential, including: software architecture and source code; AI agent charters, prompts, framework libraries, evaluation suites, memory schemas, and orchestration logic; product roadmaps and pricing; customer data, customer lists and customer feedback; analytics, models and training data; financial information; security details, vulnerability reports and incident information; and the existence and contents of negotiations between the parties.

3. Exclusions

Confidential Information does not include information that Recipient can show: (a) was lawfully in its possession without an obligation of confidentiality before disclosure; (b) is or becomes public through no fault of Recipient; (c) was independently developed by Recipient without use of Confidential Information; or (d) is lawfully received from a third party without an obligation of confidentiality.

4. Use and Care

Recipient will use Confidential Information only for the Purpose, will protect it with the same degree of care it uses for its own confidential information of like importance (and no less than reasonable care), and will limit access to its personnel and contractors who need to know and are bound by confidentiality obligations at least as protective as this NDA.

5. Permitted Disclosures

Recipient may disclose Confidential Information to its directors, officers, employees, contractors, advisors, accountants and lawyers ("Representatives") on a need-to-know basis. Recipient is responsible for its Representatives' compliance with this NDA.

6. Compelled Disclosure

If Recipient is legally compelled to disclose Confidential Information, Recipient will, where lawful, give Discloser prompt written notice and reasonable assistance to seek a protective order or limit the scope of disclosure. Disclosure that is lawfully required is not a breach of this NDA.

7. AI and Prompt-Specific Protections

The parties acknowledge that HookPilot's agent charters, prompts, framework libraries and orchestration logic are trade secrets that derive economic value from being secret. Recipient will not (a) extract or copy HookPilot prompts or framework content into any third-party AI model, training corpus or competitive product; (b) use HookPilot Confidential Information to develop or improve a competing AI workforce product; or (c) test HookPilot prompts for the purpose of model distillation. This Section 7 applies in addition to Section 4.

8. Term and Survival

This NDA is effective on the date the parties execute it and remains in effect for two (2) years from that date, after which no new Confidential Information may be disclosed under it. The confidentiality obligations in this NDA continue for five (5) years after disclosure of the relevant Confidential Information, and indefinitely for trade secrets while they remain trade secrets under applicable law.

9. Return or Destruction

On Discloser's written request or at the end of the Purpose, Recipient will, at its option, return or destroy Confidential Information in its possession (including copies, summaries and derivative works), and will certify the destruction in writing if Discloser asks. Recipient may retain copies required by law, by professional record-keeping obligations, or that are automatically retained in routine backups, provided those copies remain subject to this NDA.

10. No License

Nothing in this NDA grants Recipient any license, ownership, or other right in Discloser's intellectual property other than the limited right to use Confidential Information for the Purpose. No warranty is provided regarding the accuracy of Confidential Information.

11. Injunctive Relief

The parties acknowledge that money damages may be inadequate for a breach of this NDA, and that the non-breaching party will be entitled to seek injunctive or other equitable relief without posting a bond, in addition to any other remedies available at law or in equity.

12. Governing Law

This NDA is governed by the laws of the State of Delaware. The state and federal courts in Delaware will have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction.

13. Signature

This NDA is executed when both parties sign the executing document referencing it (paper, PDF, or electronic signature). The version displayed in this Legal Center is the form HookPilot uses; the binding version is the one signed by the parties.