This Non-Disclosure Agreement (“Agreement”) is entered into as of [Date] by and between [Disclosing Party Name], having its principal place of business at [Address] (“Disclosing Party”), and [Receiving Party Name], located at [Address] (“Receiving Party”).

The parties agree as follows:

1. Purpose

The Disclosing Party intends to disclose certain confidential and proprietary information (“Confidential Information”) to the Receiving Party for the purpose of supporting the Open Autonomous Intelligence Initiative (OAI²) and associated projects, including Simgeni, or for collaboration on related initiatives (the “Purpose”).

2. Definition of Confidential Information

“Confidential Information” means all non-public, proprietary, or sensitive information disclosed, whether orally, in writing, electronically, or otherwise, including but not limited to:

• Business strategies, financial projections, and marketing plans.
• Technical data, algorithms, models, and intellectual property.
• Membership details, discussions, or meeting minutes.
• Any other information identified as confidential by the Disclosing Party.

Confidential Information does not include information that:

1. Is publicly known or becomes publicly known through no breach of this Agreement.
2. Is independently developed by the Receiving Party without use of the Disclosing Party’s information.
3. Is lawfully obtained from a third party without breach of confidentiality.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

1. Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party.
2. Use the Confidential Information solely for the Purpose defined in this Agreement.
3. Restrict access to the Confidential Information to employees, contractors, or agents who need it for the Purpose and who are bound by similar confidentiality obligations.

4. Exceptions for Demographic-Specific Participants

4.1 Youth (High School or Minors)

If the Receiving Party is a minor:

1. This Agreement must be co-signed by a parent or legal guardian.
2. Confidential Information shared will be limited to non-sensitive, educational content unless specifically approved by the Disclosing Party.
3. The Receiving Party’s participation must comply with applicable child protection and labor laws.

4.2 Undergraduate and Graduate Students

If the Receiving Party is a student:

1. Confidential Information may not be used for personal academic projects or publications without prior written approval.
2. Students may be required to disclose potential conflicts of interest (e.g., affiliation with competing organizations).

4.3 Early-Career Professionals

If the Receiving Party is an early-career professional:

1. Confidential Information must not be shared with the Receiving Party’s employer unless explicitly authorized.
2. The Receiving Party may not use Confidential Information to gain competitive advantage in their current role.

4.4 Corporate Members

If the Receiving Party represents a corporate member:

1. Confidential Information must remain within the organization and only be accessible to employees directly involved in OAI² or Simgeni collaborations.
2. The organization must ensure that no intellectual property derived from the Confidential Information is commercialized without explicit consent.

5. Duration

This Agreement will remain in effect for a period of five (5) years from the date of disclosure of the Confidential Information unless terminated earlier by mutual written agreement.

6. Return or Destruction of Information

Upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession and certify in writing that it has done so.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

8. Miscellaneous

1. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements relating to the subject matter.
2. Any amendments to this Agreement must be made in writing and signed by both parties.
3. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Signatures

Disclosing Party:
Name: ___________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________

Receiving Party:
Name: ___________________________
Title (if applicable): _______________
Signature: ________________________
Date: ____________________________

For Youth Participants (if under 18):
Parent/Guardian Name: ______________
Parent/Guardian Signature: ___________
Date: ____________________________