Non-Disclosure Agreement (v1)
The agreement a buyer signs to read a seller's locked sections on IdeaKoi.
By signing, you agree to keep a listing's locked sections confidential. Signing gives you access to the locked text only. Files stay locked until you purchase.
Parties
This agreement is between you, the buyer who signs it (the "Recipient"), and the seller of the listing you are requesting access to (the "Seller"), on the Akoi platform. Akoi provides the platform and keeps the signed record; it is not a party to the Seller's confidential information.
Confidential Information
"Confidential Information" means everything in the locked sections of the Seller's listing, including the full concept, plans, figures, designs and any other detail the Seller marks as locked, in whatever form you see it. It does not include information that is already public, that you already knew without a duty of confidence, or that you received lawfully from someone else.
No disclosure
You will keep the Confidential Information secret. You will not share, publish, copy or describe it to anyone else, except to advisers who need to know it to help you decide whether to buy and who are bound by duties of confidence at least as strict as these.
No use
You will use the Confidential Information only to decide whether to buy the idea. You will not use it to build, launch, fund, patent or compete with the idea, or to help anyone else do so, unless you complete a purchase of it on the platform.
No reverse engineering
You will not try to derive the Seller's methods, designs or data from the Confidential Information beyond what is shown to you, and you will not remove any notices from it.
Files
Signing this agreement gives you access to the locked text only. Asset files stay locked until you purchase the idea.
Term
This agreement starts when you sign it and your duties continue for 5 years after that date. Duties for anything that is a trade secret continue for as long as it remains a trade secret.
Return and deletion
If you decide not to buy, you will delete any copies or notes of the Confidential Information you made, if the Seller asks you to.
Record keeping
When you sign, Akoi records your name, account, the date and time, your network address, and the exact version and fingerprint of this text. Signed records are kept permanently and can't be edited or deleted.
Remedies
You understand that disclosing or misusing the Confidential Information may cause the Seller harm that money alone cannot fix, and the Seller may seek an order to stop it as well as damages.
Governing law
This agreement is governed by the laws of [JURISDICTION - TO BE CONFIRMED BY OWNER / LEGAL], and the courts of that place can decide any dispute about it.
Version v1-nda