This page contains the CoinCard.one Mutual Non-Disclosure Agreement. Please read it in full, then complete and submit the acknowledgment form at the bottom. Submitting does not constitute legal signature — a countersigned copy will be provided.
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of execution below ("Effective Date"), by and between:
COINCARD.ONE (along with its affiliates, developers, and founders, hereinafter collectively referred to as "Disclosing Party" or "CoinCard"), and the undersigned individual or entity exploring a potential investment or strategic partnership (hereinafter referred to as "Recipient" or "Investor").
1.Purpose
The Disclosing Party has developed proprietary secure hardware architectures, protocols, and Java Card applet implementations enabling secure card-to-card token exchanges over network/VPN layers (the "Technology"). The parties wish to engage in discussions regarding a potential investment, acquisition, or business relationship (the "Transaction"). In connection with these discussions, CoinCard may disclose highly confidential, proprietary, and technical information regarding its state-machine logic, transactional rollbacks, and software architectures.
2.Confidential Information
"Confidential Information" refers to any proprietary information disclosed by CoinCard to the Recipient, whether orally, visually, or in writing, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information. Confidential Information explicitly includes, but is not limited to:
- Java Card applet source code, Flutter testing frameworks, specifications, and architecture maps.
- Cryptographic protocols, dual-card transactional state lifecycle designs, and journaling rollback mechanisms.
- Business plans, financial projections, investor presentations, and market strategies for coincard.one.
3.Protection of Confidential Information
The Recipient agrees to:
- Hold all Confidential Information in strict confidence and take reasonable precautions to protect it (at least equal to the precautions taken to protect its own highly sensitive data).
- Use the Confidential Information solely for the purpose of evaluating the potential Transaction.
- Restrict access to the Confidential Information to its employees, legal counsel, or financial advisors who have a definitive "need to know" and who are bound by confidentiality obligations at least as restrictive as this Agreement.
- Not reverse-engineer, decompile, or attempt to derive the source code or underlying logic of any hardware or software disclosed by CoinCard.
4.Term and Termination
This Agreement governs all disclosures made from the Effective Date onward. The Recipient's duty to protect and hold confidential the shared technical trade secrets, source codes, and cryptographic protocols survives indefinitely, or until such information enters the public domain through no fault of the Recipient.
5.No License or Right
All Confidential Information remains the exclusive property of CoinCard. Nothing in this Agreement grants or implies any license, patent, copyright, or trademark rights to the Recipient regarding the Technology.
6.Governing Law and Remedies
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which CoinCard operates, without regard to conflict of law principles. The Recipient acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages alone would be inadequate, and CoinCard shall be entitled to seek injunctive relief in addition to any other legal remedies.