Non-Disclosure Agreement (NDA)

  Effective Date:  February 4, 2025

Website: [ www.nu-pi.com ] ( http://www.nu-pi.com ) ( https://www.nu-pi.com ) 

Email: info@nu-pi.com 

Registration link: https://get.nu-pi.com/registration

Parties:
This Non-Disclosure Agreement ("Agreement") is entered into between NU PI Ventures LLC, a Texas limited liability company ("Disclosing Party" or "NU PI Ventures"), and [User, Partner, or Collaborator] ("Receiving Party" or "You").

Purpose:
NU PI Ventures LLC may disclose certain proprietary, private, or non-public information ("Confidential Information") for the purpose of collaboration, research, sponsorship engagement, or participation in events hosted by NU PI Ventures LLC. By accessing or engaging with this information, You agree to be bound by the terms of this NDA.

1. Confidential Information

For the purposes of this Agreement, “Confidential Information” includes all non-public information disclosed by NU PI Ventures LLC, whether in written, oral, electronic, or any other form, including but not limited to proprietary technologies, research data, presentations, materials, strategies, business plans, and patent-pending technology.

2.  Definition of User, Partner, and/or Collaborator 

  In this Agreement,    

• Users refers to individuals or entities who have accessed the NU PI Ventures LLC website, reviewed any NU PI introductory videos, registered via the registration link, by regular email, or via the NU PI application, or selected an event date or attended a presentation.  This Agreement covers all such individuals or entities receiving NU PI      Ventures LLC's Confidential Information.

• Partners refers to organizations, sponsors, or entities that have entered into a formal agreement with NU PI Ventures LLC to support its initiatives, contribute funding, receive research insights, or otherwise collaborate in an official capacity.

• Collaborators refers to any individual, entity, or organization that engages in discussions, contributes to research, provides technical input, or assists in the development of NU PI Ventures LLC’s projects. Collaborators may include, but are not limited to:
  • Sponsorship-Linked Collaborators: Entities or individuals financially contributing at a sponsorship level that grants collaboration access.
  • Research & Development Collaborators: Engineers, mathematicians, developers, or contributors involved in NU  PI’s technology, intellectual property, or research projects.
  • Third-Party Service Providers: Contractors, consultants, or advisors providing services under a separate agreement.
  • Internal Team Members: Individuals working under NU PI Ventures LLC’s direction to advance company initiatives.

All Users, Partners, and Collaborators are subject to the confidentiality obligations outlined in this Agreement and may not disclose any private, non-public, or proprietary information of NU PI Ventures LLC without express written authorization.

3. Obligations of the Receiving Party

You agree to:

• Maintain      the confidentiality of all Confidential Information received from NU PI      Ventures LLC.
• Not      disclose any Confidential Information to third parties without express      written authorization from NU PI Ventures LLC.
• Use      Confidential Information solely for the purpose for which it was      disclosed, and not for any unauthorized purposes.
• Implement      reasonable security measures to protect Confidential Information from      unauthorized disclosure or use.

Exceptions

These confidentiality obligations do not apply to information that:

• Is or      becomes publicly available without a breach of this Agreement by the      Receiving Party.
• Was      known to the Receiving Party prior to disclosure by NU PI Ventures LLC, as      evidenced by documentation.
• Is      lawfully received from a third party without restrictions on disclosure.
• Is      independently developed by the Receiving Party without use of or reference      to NU PI Ventures LLC’s Confidential Information.
• 
  

4. Obligations of NU PI Ventures LLC

NU PI Ventures LLC and its members may disclose Confidential Information to employees, agents, consultants, or representatives on a need-to-know basis without requiring further written authorization. NU PI Ventures LLC retains the right to use and disclose its own Confidential Information as it deems appropriate and is not limited by this Agreement in such use.

5. Hold Harmless

The receiving Party agrees to hold NU PI Ventures LLC, its affiliates, collaborators such as but not limited to Premium Multiservice LLC, sponsors, and members harmless from all claims, liabilities, damages, or losses arising out of or related to the accidental or unauthorized disclosure of Confidential Information by the Receiving Party. NU PI Ventures LLC nor Premium Multiservice LLC dba The Premium Advantage assume any liability for actions taken by the Receiving Party that result in the breach of this Agreement.

6. Term and Termination

This Agreement shall remain in effect for as long as the Confidential Information is disclosed to the Receiving Party, and for a period of  18 months thereafter.

7. Return or Destruction of Information

Upon termination of this Agreement or at the request of NU PI Ventures LLC, the Receiving Party agrees to promptly return or destroy all Confidential Information, including all copies, notes, or materials derived from the Confidential Information.

8. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to NU PI Ventures LLC. Accordingly, NU PI Ventures LLC is entitled to seek injunctive relief and any other remedies available at law or equity in the event of such a breach.

9. Governing Law

This Agreement is governed by and shall be construed in accordance with the laws of the State of Texas, without regard to its conflicts of laws principles.

By accessing the website www.nu-pi.com or https://get.nu-pi.com/registrationor receiving Confidential Information, you agree to abide by these terms.