Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is entered into as of the date of execution below ("Effective Date"), by and between Discloser Disaster Track (along with its associated domains: disastertrack.com, disastertrack.net, disastertrac.com, and disastertrac.net) all owned and managed by Steven E. Bronnum, with an intended principal place of business in Indiana, and the Receiving Party _________. The disclosing party will be referred to as the "Steve" and the receiving party as “___________.”

1. Purpose

Steve wishes to explore a business relationship of mutual interest involving the development and implementation of a civic-tech platform, mobile application framework, and an Automated Spatial Baseline Verification System (ASBVS i.e. Google Earth like functionality). In connection with this opportunity/business relationship Steve may disclose certain proprietary, technical, personal, personnel, ownership, or other business information that is confidential. Steve asks that all information provided, disussed, developed, considered, etc. remain confidential and not provided in any other person in any manner.

2. Definition of Confidential Information

"Confidential Information" refers to any proprietary information, technical data, trade secrets, persons, or know-how disclosed by Steve to _________, whether orally, in writing, or via digital access. This includes, but is not limited to:

  • Technical Architecture & Software: App codebases (iOS/Android), cross-platform frameworks (e.g., Flutter, React Native), GIS/Google Earth API integrations, offline data-synchronization features, and cloud storage structures.

  • Persons or personnel that might be identified.

    Business Operations & Strategy: Grant proposals (including DHS/NSF SBIR materials), market data, pricing models, government or private enterprise partnership strategies, and financial projections.

  • Exclusions: Confidential Information does not include information that:

    1. Is or becomes publicly known through no breach of this Agreement by the Receiving Party.

    2. Was already in the rightful possession of the Receiving Party prior to disclosure.

    3. Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

  • Hold all Confidential Information in strict confidence and take reasonable precautions to protect it.

  • Use the Confidential Information solely for the purpose of evaluating and executing the potential business relationship between the Parties.

  • Restrict access to the Confidential Information to its employees, co-founders, or professional advisors who have a strict "need to know" and who are bound by confidentiality obligations at least as restrictive as this Agreement.

  • Not disclose, publish, or disseminate any Confidential Information to any third party without prior written consent from the Disclosing Party.

4. Term and Termination

This Agreement governs all disclosures made between the Parties from the Effective Date. Either Party may terminate this Agreement upon thirty (30) days' written notice. However, the obligations of confidentiality and non-use regarding any disclosed Confidential Information will survive termination for a period of three (3) years from the date of disclosure, or indefinitely with respect to information qualifying as a trade secret under applicable law.

5. Governing Law and Jurisdiction

This Agreement, and all claims or causes of action arising out of or relating to it, shall be governed by, enforced, and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles. Any legal action arising under this Agreement must be brought exclusively in the state or federal courts located in Indiana.

6. Miscellaneous Provisions

  • No License: Nothing in this Agreement grants or implies any license, patent rights, copyrights, or trademark rights to the Receiving Party.

  • Remedies: The Parties acknowledge that a breach of this Agreement could cause irreparable harm for which monetary damages alone would be inadequate. The Disclosing Party shall be entitled to seek injunctive relief to prevent or stop breaches, in addition to any other legal remedies.

  • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.

DISASTER TRACK

Authorized Signature: ________________________________________________

Printed Name: Steven E Bronnum

Title: Founder/Owner

Date:

Disclosing party signature witnessed this date by: Wednesday L. Duncan

Signature:

Date:

COUNTERPARTY (INDIVIDUAL OR COMPANY NAME)

Authorized Signature: _______________________________________________

Printed Name:

Title:

Date: