NDA & Confidentiality Framework.
Confidentiality is a first-class primitive at EIPX™. Every dossier is protected by a click-through Non-Disclosure Agreement (the "EIPX NDA"), and every option contract layers a Hollywood-style exclusivity shelter on top.
1. The EIPX Click-Through NDA
Before accessing any Tier 2 or Tier 3 dossier, buyers electronically execute the EIPX NDA. Key terms:
- Scope: all non-public materials in the dossier, including operating manuals, financial models, brand kits, and founder walkthroughs.
- Term: 3 years from access, or the term of any resulting definitive agreement, whichever is longer.
- Permitted purpose: evaluation only, by the buyer and its counsel, accountants, and financing sources under equivalent confidentiality.
- No residuals: unaided-memory carve-outs are not available; standard trade-secret protections apply.
- Return / destruction: within 10 days of expiration of the evaluation window.
2. Hollywood-Style Option Shelter
Once a buyer executes an option, EIPX shelves the listing for the option period. During the shelter:
- The seller cannot list, license, or negotiate the same IP with a third party.
- The buyer receives exclusive evaluation and a right of first refusal at the strike terms.
- Escrow holds the option fee; on exercise it applies against the purchase or license.
- On non-exercise, the listing is restored to the marketplace and the option fee is released to the seller.
3. Access Logging
Every dossier view, download, and share is logged. Logs are made available to the seller on request and can be used as evidence in a breach investigation.
4. Remedies
Breach of the EIPX NDA may result in immediate account termination, disgorgement of any resulting profits, injunctive relief, and liquidated damages where enforceable.
5. Confidential Communications
Messages sent through the Platform are treated as confidential business communications. Do not paste passwords, personal data, or third-party confidential information into EIPX messages.