Confidentiality and Non-Disclosure Agreement (NDA)

Disclosing Party: wA11y Enterprise Inc., a corporation incorporated under the laws of British Columbia, Canada (“wA11y™”)
Receiving Party: The individual or entity completing and submitting this form.

Purpose

The Receiving Party wishes to evaluate a potential collaboration, partnership, sponsorship, or investment opportunity with wA11y™. In connection with such discussions, wA11y™ may disclose certain confidential and proprietary information.

Definition of Confidential Information

“Confidential Information” means all information, in any form or medium (oral, written, electronic or otherwise), disclosed by wA11y™ or its representatives, including but not limited to:

• Business concepts, strategies, plans, forecasts, financial data, and projections;
• Educational methodologies, course materials, video scripts, slide decks, exercises, research reports, and related documents;
• Technical information, prototypes, software code, algorithms, prompts, system designs, processes, and technical documentation;
• Branding, trademarks, trade names, logos, taglines, pricing models, marketing plans, customer and partner lists;
• Any analyses, compilations, studies, or derivative materials prepared by the Receiving Party that contain or reflect such information.

Confidential Information does não include information that:
a) is or becomes publicly known through no breach of this Agreement by the Receiving Party;
b) was lawfully in the Receiving Party’s possession before disclosure by wA11y™;
c) is independently developed by the Receiving Party without use of or reference to Confidential Information;
d) is received by the Receiving Party from a third party without breach of any obligation of confidentiality.

Obligations of the Receiving Party

The Receiving Party shall:
a) Maintain the confidentiality of all Confidential Information with at least the same degree of care it uses to protect its confidential information, but in no event less than reasonable care;
b) Use Confidential Information solely for the Purpose;
c) Not disclose or permit disclosure of any Confidential Information to any third party without the prior written consent of wA11y™;
d) Not reverse‑engineer, decompile, or disassemble any prototypes, software, or other tangible objects that embody Confidential Information;
e) Promptly notify wA11y™ in writing of any unauthorized use or disclosure of Confidential Information.

Return or Destruction

Upon written request by wA11y™ or termination of discussions, the Receiving Party shall promptly return or destroy all materials (and all copies thereof) containing or reflecting Confidential Information, including any analyses or derivative materials. The Receiving Party shall certify in writing, at wA11y™’s request, that it has fully complied with these obligations

No License

Nothing in this Agreement grants the Receiving Party any right or license under any patent, copyright, trademark, trade secret, or other intellectual property right of wA11y™.

Term and Survival

This Agreement is effective as of the date the Receiving Party signs below (“Effective Date”) and shall continue for two (2) years thereafter. The confidentiality obligations concerning any Confidential Information shall survive for so long as such information remains confidential.

Equitable Relief

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to wA11y™ for which monetary damages would be inadequate. Accordingly, wA11y™ shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

Governing Law

This Agreement shall be governed by and construed under the laws of the Province of British Columbia, Canada, without regard to its conflict‑of‑law principles.

Miscellaneous

a) Entire Agreement. This Agreement constitutes the entire understanding between the Parties concerning its subject matter and supersedes all prior discussions and agreements.
b) If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect.
c) No Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

Acknowledgment and Signature

By completing and submitting this form below, the Receiving Party acknowledges that they have read, understood, and agree to be bound by the terms of this Confidentiality and Non‑Disclosure Agreement.