Non-Disclosure Agreement (NDA)
A Non-Disclosure Agreement (NDA), also known as a confidentiality agreement, is a legal agreement used to protect confidential information disclosed between individuals, companies, organizations, contractors, employees, or other parties.
NDAs are commonly used when parties need to exchange non-public information while evaluating or carrying out a business relationship, project, transaction, partnership, investment, technical collaboration, or other legitimate purpose.
Confidential information may include business plans, financial information, customer and supplier information, pricing, research, designs, databases, software, source code, algorithms, technical documentation, trade secrets, security information, credentials, artificial intelligence or machine-learning materials, and other information that is not publicly available.
Mutual and Unilateral NDAs
An NDA may be unilateral or mutual.
A unilateral NDA generally protects confidential information disclosed by one party to another. A mutual NDA protects confidential information exchanged by both parties and imposes substantially equivalent confidentiality obligations on each of them.
The template below is a Mutual Non-Disclosure Agreement intended for situations in which both parties may disclose confidential information.
Important Notice
This template is provided for general informational purposes only and does not constitute legal advice. Laws governing confidentiality agreements, trade secrets, employment relationships, restrictive covenants, electronic records, privacy, and contractual remedies vary between jurisdictions.
The parties should review the agreement and adapt it to the applicable law, the nature of the information being exchanged, and the particular transaction or relationship. Professional legal advice should be obtained where appropriate.
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of ____________________ (the “Effective Date”) by and between:
Party A: ______________________________________________
Legal name: ______________________________________________
Jurisdiction / country: ___________________________________
Address: _________________________________________________
and
Party B: ______________________________________________
Legal name: ______________________________________________
Jurisdiction / country: ___________________________________
Address: _________________________________________________
Party A and Party B may each be referred to individually as a “Party” and collectively as the “Parties.”
1. Purpose
The Parties wish to discuss, evaluate, negotiate, develop, or carry out a potential or existing business, commercial, technical, professional, or other relationship (the “Purpose”).
In connection with the Purpose, either Party may disclose Confidential Information to the other Party.
The Party disclosing Confidential Information is referred to as the “Disclosing Party,” and the Party receiving Confidential Information is referred to as the “Receiving Party.”
2. Confidential Information
For purposes of this Agreement, “Confidential Information” means any non-public information disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether before or after the Effective Date and whether communicated in written, oral, visual, electronic, digital, machine-readable, or other form.
Confidential Information may include, without limitation:
(a) business plans, strategies, forecasts, financial information, pricing, costs, sales information, marketing information, and commercial arrangements;
(b) customer, prospective customer, supplier, contractor, partner, and business-contact information;
(c) inventions, discoveries, concepts, designs, drawings, specifications, research, prototypes, processes, methods, know-how, and trade secrets;
(d) software, source code, object code, scripts, databases, database structures, APIs, algorithms, models, technical architecture, documentation, and development materials;
(e) artificial intelligence and machine-learning systems, models, prompts, training or evaluation materials, datasets, model configurations, workflows, outputs, methods, and related technical information;
(f) security procedures, system configurations, authentication information, credentials, access methods, vulnerability information, and other non-public security-related information;
(g) intellectual property and information concerning intellectual-property development, registration, licensing, protection, enforcement, or commercialization; and
(h) any other information that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of its disclosure.
Confidential Information does not need to be marked “confidential” or bear any particular legend in order to be protected under this Agreement.
3. Obligations of the Receiving Party
The Receiving Party shall:
(a) use the Confidential Information solely for the Purpose;
(b) not disclose Confidential Information to any third party except as permitted by this Agreement;
(c) protect the Confidential Information using at least reasonable care and no less than the degree of care it uses to protect its own confidential information of a similar nature;
(d) limit access to Confidential Information to its employees, officers, directors, contractors, professional advisers, accountants, attorneys, consultants, and affiliates who have a legitimate need to know the information for the Purpose (“Representatives”);
(e) ensure that Representatives receiving Confidential Information are subject to confidentiality obligations or professional duties of confidentiality that are at least reasonably sufficient to protect the Confidential Information; and
(f) not copy, reproduce, reverse engineer, decompile, disassemble, analyze, or otherwise use Confidential Information except to the extent reasonably necessary for the Purpose or expressly authorized in writing by the Disclosing Party.
The Receiving Party remains responsible for breaches of this Agreement caused by its Representatives to the extent permitted by applicable law.
4. Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate:
(a) was publicly available at the time of disclosure;
(b) becomes publicly available through no breach of this Agreement or other wrongful act by the Receiving Party or its Representatives;
(c) was lawfully known to the Receiving Party without restriction before disclosure by the Disclosing Party;
(d) is lawfully received from a third party that is not, to the Receiving Party's knowledge, under an obligation prohibiting disclosure of that information; or
(e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
5. Required Disclosure
If the Receiving Party is required by applicable law, regulation, court order, subpoena, or lawful governmental demand to disclose Confidential Information, it may disclose only the portion of the Confidential Information legally required to be disclosed.
To the extent legally permitted, the Receiving Party shall provide the Disclosing Party with prompt notice of the requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.
The Receiving Party shall reasonably cooperate with the Disclosing Party in seeking such protection, at the Disclosing Party's expense where applicable.
6. Security and Unauthorized Disclosure
The Receiving Party shall maintain reasonable administrative, organizational, physical, and technical safeguards appropriate to the nature of the Confidential Information in its possession or control.
If the Receiving Party becomes aware of unauthorized access to, use of, or disclosure of Confidential Information that materially affects the Disclosing Party, it shall notify the Disclosing Party without unreasonable delay and take reasonable steps to contain and mitigate the unauthorized access, use, or disclosure.
7. Return or Destruction
Upon written request by the Disclosing Party, or upon completion or termination of the Purpose, the Receiving Party shall, within a reasonable period, return or destroy Confidential Information in its possession or control and, if requested, confirm such destruction in writing.
The Receiving Party may retain copies:
(a) where required by applicable law, regulation, professional obligation, or bona fide internal record-retention policy; or
(b) that remain in routine electronic backup, archival, disaster-recovery, or similar systems and cannot reasonably be deleted without disproportionate effort.
Any retained Confidential Information shall remain subject to the confidentiality obligations of this Agreement for as long as it is retained and those obligations otherwise remain applicable.
8. Ownership and Intellectual Property
All Confidential Information remains the property of the Disclosing Party or its applicable owner.
Nothing in this Agreement transfers or assigns any patent, copyright, trademark, trade-secret, database, design, software, or other intellectual-property right.
Except as expressly agreed in writing, no license or other right is granted by implication, estoppel, disclosure, or otherwise.
9. No Obligation to Proceed
Nothing in this Agreement obligates either Party to enter into any transaction, contract, partnership, joint venture, employment relationship, investment, purchase, sale, license, or other business relationship.
Either Party may discontinue discussions concerning the Purpose at any time, subject to its continuing obligations concerning Confidential Information already received.
10. No Warranty
Unless otherwise agreed in writing, Confidential Information is provided “as is.”
The Disclosing Party makes no representation or warranty as to the accuracy or completeness of Confidential Information and assumes no obligation to update it.
Nothing in this Section limits liability that cannot lawfully be excluded under applicable law.
11. Term and Duration of Confidentiality
This Agreement begins on the Effective Date and remains in effect for three (3) years unless terminated earlier by written agreement of the Parties.
The confidentiality and restricted-use obligations applicable to Confidential Information disclosed under this Agreement shall continue for five (5) years from the date of disclosure.
Notwithstanding the foregoing, information qualifying as a trade secret under applicable law shall remain protected for as long as it continues to qualify for trade-secret protection under applicable law.
Termination or expiration of this Agreement does not affect rights or obligations that by their nature or express terms are intended to survive.
12. Remedies
The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause harm for which monetary damages may not provide an adequate remedy.
Subject to applicable law, the Disclosing Party may seek injunctive, equitable, or other appropriate relief in addition to any remedies otherwise available at law.
Nothing in this Agreement guarantees that any particular remedy will be available in a specific jurisdiction.
13. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of:
Jurisdiction: __________________________________________
without regard to its conflict-of-laws principles to the extent permitted by applicable law.
Subject to any mandatory provisions of applicable law, the Parties agree that disputes arising out of or relating to this Agreement shall be submitted to:
Courts / forum: ________________________________________
The Parties may alternatively specify arbitration or another dispute-resolution procedure by written agreement.
14. General Provisions
Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning confidentiality of information disclosed for the Purpose and supersedes prior discussions, communications, or agreements concerning the same subject matter, except where the Parties expressly agree otherwise in writing.
Amendments. Any amendment to this Agreement must be made in writing and agreed to by authorized representatives of both Parties.
Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, corporate reorganization, or transfer of substantially all of the relevant business or assets, provided that the successor assumes the assigning Party's obligations under this Agreement.
No Waiver. Failure or delay in exercising any right under this Agreement does not constitute a waiver of that right.
Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable where permitted by law, or otherwise severed, without affecting the remaining provisions.
No Partnership or Agency. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship, or agency between the Parties.
Notices. Notices under this Agreement shall be delivered to the postal or electronic addresses specified below, or to another address subsequently designated in writing by the relevant Party.
Counterparts and Electronic Signatures. This Agreement may be executed in counterparts. Signatures made or transmitted electronically may be treated as originals to the extent permitted by applicable law.
15. Signatures
The Parties have caused this Agreement to be executed by their duly authorized representatives.
PARTY A
Legal name: ___________________________________________
Authorized representative: _____________________________
Title: _________________________________________________
Signature: _____________________________________________
Date: __________________________________________________
Address: _______________________________________________
Email: __________________________________________________
Telephone: _____________________________________________
PARTY B
Legal name: ___________________________________________
Authorized representative: _____________________________
Title: _________________________________________________
Signature: _____________________________________________
Date: __________________________________________________
Address: _______________________________________________
Email: __________________________________________________
Telephone: _____________________________________________
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SciReg Terms of Service
1. General Provisions
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "User," or "you") and SolCity Nav, LLC, a Delaware limited liability company ("SciReg," "Company," "we," "our," or "us"), governing your access to and use of the SciReg website and all related services.
By creating an Account, submitting Registration(s), uploading Submitted Materials, purchasing Registration(s), or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you do not agree to these Terms, you must not access or use the Service.
The Company reserves the right to modify these Terms at any time. Revised Terms become effective immediately upon publication on the SciReg website. Your continued use of the Service after publication of revised Terms constitutes your acceptance of those revisions.
2. Definitions
For purposes of these Terms:
Account means a registered user account created through the SciReg website.
Customer means any individual or legal entity using the Service.
Service means the SciReg website and all services provided by SolCity Nav, LLC.
Registration means the submission of information and Submitted Materials through the Service for creation of a Registration Record.
Registration Record means the electronic record created and maintained by SciReg containing information supplied by the Customer together with the assigned registration number and registration date.
Registration Certificate means the electronic certificate generated by SciReg confirming creation of a Registration Record.
Submitted Materials means any files, documents, manuscripts, publications, software, databases, images, audiovisual works, research materials, or other content submitted by the Customer through the Service.
3. Description of the Service
SciReg is an independent online registration and publication service that enables Customers to create dated electronic Registration Records for intellectual works and other Submitted Materials.
For each accepted Registration, SciReg may:
- assign a unique registration number;
- record the date and time of Registration;
- maintain a Registration Record;
- securely store Submitted Materials;
- apply a digital signature to the Submitted Materials to enable verification of their integrity and detection of any subsequent modifications;
- generate and issue a Registration Certificate;
- apply a digital signature to the Registration Certificate to enable verification of its authenticity and integrity;
- publish Registration information where publication is selected or otherwise authorized by the Customer.
SciReg operates as a private commercial service and is not affiliated with any governmental authority.
4. Nature of the Service
SciReg is an independent private registration service.
SciReg is not:
- a government copyright office;
- a patent office;
- a trademark office;
- a governmental registration authority;
- a court of law;
- a notary public;
- an arbitration tribunal.
SciReg does not:
- determine authorship;
- determine ownership of intellectual property rights;
- verify the identity of Customers;
- verify the accuracy of submitted information;
- verify originality of Submitted Materials;
- determine whether Submitted Materials qualify for copyright or other legal protection under any jurisdiction;
- provide legal advice or legal opinions;
- resolve disputes concerning ownership or intellectual property rights.
SciReg creates Registration Records solely on the basis of information provided by the Customer. The Company does not independently verify the identity of the Customer or the accuracy, completeness, legality, ownership, originality, authenticity, or legal status of any Submitted Materials.
A Registration Certificate confirms only that SciReg received specified information and Submitted Materials, created a Registration Record, assigned a registration number, and recorded the corresponding date and time of Registration.
A Registration Certificate is not a governmental registration, is not evidence of ownership or authorship, does not establish the existence or validity of copyright or any other intellectual property rights, and does not constitute a legal opinion, certification, adjudication, or governmental act.
5. Registration Procedure
To create a Registration Record, the Customer must:
- Create a SciReg Account or sign in to an existing Account.
- Complete the Registration form by providing the required information.
- Upload the Submitted Materials. Each Registration may include one archive file not exceeding 7 MB in size.
- Pay the applicable Registration fee, unless the Registration qualifies for a free Registration offered by the Company.
- Submit the Registration through the Service.
Upon successful completion of the Registration process and receipt of payment, if applicable, SciReg will create a Registration Record, assign a unique registration number, record the date and time of Registration, and make a Registration Certificate available to the Customer.
As part of a completed Registration, SciReg applies a digital signature to the Submitted Materials and the Registration Certificate. The digital signature is intended to verify the integrity of the signed files, confirm that the Registration Certificate originated from SciReg, and detect any subsequent modifications to the signed files.
The Company reserves the right to reject or cancel any Registration that violates these Terms or applicable law.
6. Registration Fees
The Company may offer free Registrations and paid Registrations.
Unless otherwise stated on the SciReg website:
- the first two (2) Registrations submitted by a Customer are provided free of charge;
- each additional Registration is subject to a fee of US $7.00.
Registration fees are subject to change at any time. Any revised fees apply only to Registrations submitted after publication of the updated pricing.
All payments are non-refundable except where required by applicable law or expressly approved by the Company in its sole discretion.
Taxes, duties, bank charges, currency conversion fees, and similar charges imposed by third parties remain the sole responsibility of the Customer.
7. Customer Responsibilities
The Customer represents and warrants that:
- the Customer has the legal right to submit the Submitted Materials;
- the Submitted Materials do not knowingly violate any applicable law;
- the Submitted Materials do not knowingly infringe the intellectual property or other legal rights of any third party;
- all information provided during Registration is accurate and complete to the best of the Customer's knowledge.
The Customer is solely responsible for the content, legality, accuracy, ownership, and use of all Submitted Materials.
If Submitted Materials contain confidential, proprietary, trade secret, personal, or otherwise sensitive information, the Customer is solely responsible for determining whether submission to the Service is appropriate.
The Customer remains solely responsible for determining whether any AI-generated or AI-assisted materials qualify for copyright or other legal protection under applicable law.
8. License Granted to SciReg
The Customer retains all ownership and intellectual property rights in the Submitted Materials.
By submitting materials through the Service, the Customer grants SciReg a non-exclusive, worldwide, royalty-free license to:
- receive and process the Submitted Materials;
- create and maintain Registration Records;
- store backup copies;
- generate Registration Certificates;
- reproduce Submitted Materials as reasonably necessary for operation of the Service;
- publish Registration information where publication is selected or authorized by the Customer.
This license exists solely for the purpose of operating the Service and terminates when continued retention is no longer required for operation of the Service, legal compliance, dispute resolution, or legitimate business purposes.
Nothing in these Terms transfers ownership of the Submitted Materials to the Company.
9. Prohibited Use
The Customer agrees not to use the Service:
- for unlawful purposes;
- to submit malicious software or harmful code;
- to upload material that intentionally infringes the rights of third parties;
- to interfere with operation or security of the Service;
- to attempt unauthorized access to Company systems or other user Accounts;
- to submit false or misleading Registration information.
The Company reserves the right to refuse, suspend, remove, or terminate any Registration or Account that violates these Terms or applicable law without prior notice.
10. Privacy
The Company collects, stores, and processes personal information solely for the purpose of operating the Service, maintaining Registration Records, communicating with Customers, processing payments, complying with legal obligations, preventing fraud, and improving the Service.
The Company does not sell Customers' personal information to third parties.
By using the Service, the Customer consents to such processing of personal information.
11. Electronic Communications
The Customer agrees that all notices, disclosures, Registration Certificates, invoices, receipts, and other communications provided electronically by the Company satisfy any legal requirement that such communications be in writing.
12. Intellectual Property
The SciReg website, software, design, logos, trademarks, text, graphics, databases, and all other materials provided by the Company are the exclusive property of SolCity Nav, LLC or its licensors and are protected by applicable intellectual property laws.
Except as expressly permitted by these Terms, no part of the Service may be copied, reproduced, modified, distributed, reverse engineered, or otherwise used without the Company's prior written permission.
13. Availability of the Service
The Company will use commercially reasonable efforts to keep the Service available.
However, SciReg does not guarantee uninterrupted operation or continuous availability.
The Service may be modified, suspended, restricted, or discontinued at any time without prior notice.
The Company may perform maintenance, upgrades, security improvements, or other technical operations that temporarily interrupt the availability of the Service.
14. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR AVAILABILITY.
THE COMPANY DOES NOT WARRANT THAT:
- THE SERVICE WILL OPERATE WITHOUT INTERRUPTION;
- THE SERVICE WILL BE ERROR-FREE;
- DEFECTS WILL BE CORRECTED;
- THE SERVICE WILL ALWAYS BE AVAILABLE;
- THE SERVICE WILL MEET THE CUSTOMER'S EXPECTATIONS OR PARTICULAR REQUIREMENTS.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLCITY NAV, LLC, ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, OR INTERRUPTION OF BUSINESS ARISING OUT OF OR RELATING TO THE USE OF THE SERVICE.
THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM:
- INFORMATION PROVIDED BY CUSTOMERS;
- UNAUTHORIZED ACCESS TO CUSTOMER ACCOUNTS;
- THIRD-PARTY ACTIONS;
- INTERNET FAILURES;
- FORCE MAJEURE EVENTS;
- VIRUSES OR OTHER HARMFUL SOFTWARE NOT CAUSED BY THE COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE COMPANY ARISING OUT OF ANY CLAIM RELATING TO THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER FOR THE REGISTRATION GIVING RISE TO THE CLAIM.
16. Indemnification
The Customer agrees to defend, indemnify, and hold harmless SolCity Nav, LLC, its owners, directors, officers, employees, contractors, and affiliates from and against any claims, liabilities, damages, losses, costs, expenses, and reasonable attorneys' fees arising out of:
- the Customer's use of the Service;
- Submitted Materials;
- violation of these Terms;
- violation of applicable law;
- infringement of any third-party rights.
17. Suspension and Termination
The Company may suspend, restrict, or terminate any Account or Registration at any time if the Company reasonably believes that:
- these Terms have been violated;
- applicable law has been violated;
- continued use of the Service may expose the Company to legal or financial risk;
- fraudulent or abusive activity has occurred.
Termination of an Account does not affect rights and obligations that accrued prior to termination.
The Company may retain Registration Records where required by law, for dispute resolution, fraud prevention, security, or legitimate business purposes.
18. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.
Any legal action arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in the State of Delaware, and the Customer irrevocably submits to the jurisdiction of those courts.
19. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
20. Entire Agreement
These Terms, together with the Privacy Policy, Refund Policy, and any other legal policies published by the Company, constitute the entire agreement between the Customer and SolCity Nav, LLC concerning the Service and supersede all prior understandings relating to the same subject matter.
21. Contact Information
SolCity Nav, LLC
651 North Broad Street
Middletown, Delaware 19709
United States
E-mail: scireg@scireg.org
Website: https://scireg.org
