Mutual Non-Disclosure Agreement
Between Groovy Company, Inc. and ______________________________________
Document Type
Mutual Non-Disclosure Agreement
Version
V10.0
Effective Date
______________, 2026
Prepared By
Groovy Company, Inc.
Governing Law
State of Wyoming
Classification
CONFIDENTIAL
1. PARTIES
This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into on the Effective Date set forth above between:
Groovy Company, Inc. — a Wyoming corporation, principal office located at 600 W Peachtree St NW, Suite 1700, Atlanta, GA 30308 (“RWA Tokens”).
AND
______________________________________________________________________ (“Counterparty”), with principal address at ______________________________________________________________________.
Each party may be referred to individually as a “Party” and collectively as the “Parties.”
2. PURPOSE
The Parties wish to explore potential business opportunities, partnerships, collaborations, or other commercial relationships (the “Purpose”) relating to one or more of the following (check all that apply):
Module-Specific Tokenization Engagements
☐ Module 1 — Equities: Tokenization of equity securities (OTC microcap, NASDAQ, AMEX, TSX, or other global exchange-listed issuer)
☐ Module 2 — Real Estate: Tokenization of commercial or investment-grade real property via property-holding Nevada corporation
☐ Module 3 — CORECM: Tokenization of carbon ore, rare earth, or critical minerals revenue interests (basin-asset)
Platform & Commercial Engagements
☐ Technology Partnership — Solana-native blockchain integration, ST22 Digital Securities, or CEDEX exchange interoperability
☐ Investment Opportunity — Potential investment in Groovy Company, Inc. or the Groovy Security Token (STO)
☐ Strategic Alliance — Business development, market expansion, or cross-border issuer / investor distribution
☐ Service Provider Agreement — Professional services, custody integration (via Empire Stock Transfer), or platform integration
☐ Joint Venture — Collaborative business development across one or more modules
☐ Employment / Consulting — Potential employment or consulting engagement
☐ Regulatory / Legal Coordination — SEC Crypto Task Force engagement, Reg D / Reg S / Reg CF structuring, or no-action letter coordination
☐ Other: ______________________________________________________________
In connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other Party. This Agreement sets forth the terms and conditions governing such disclosure and use of confidential information.
3. DEFINITION OF CONFIDENTIAL INFORMATION
3.1 General Definition
“Confidential Information” means any and all non-public, proprietary, or confidential information, knowledge, data, or know-how disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, electronically, visually, or in any other form, including but not limited to the categories described in Sections 3.2 through 3.5.
3.2 Technical Information
• Blockchain Technology: smart contract code, nine-layer platform architecture, SPL Token-2022 Transfer Hook specifications, oracle systems, and module-aware blockchain integration methodologies
• Platform Technology: software source code, algorithms, APIs, system architecture, and technical specifications for CEDEX, the Custom AMM Engine, the Global Unified CEDEX Liquidity Pool, and the wallet infrastructure
• Cryptographic Methods: private keys, security protocols, encryption methods, Ed25519 signature verification systems, and authentication systems
• Database & Analytics: user data structures, IDOS scoring models, analytics algorithms, and data processing methodologies
• Module-Specific Technical Data: appraisal oracle attestations (Module 2), reserve attestation methodologies (Module 3), and module-discriminator architecture
3.3 Business Information
• Financial Data: financial statements, revenue models, pricing strategies, cost structures, and investment information
• Business Plans: strategic plans, market analysis, business models, growth projections, and expansion strategies across the three modules
• Customer & Counterparty Information: issuer data, investor data, trading patterns, demographic information, and customer acquisition strategies
• Marketing Intelligence: marketing strategies, promotional plans, partnership agreements, and competitive analysis
3.4 Proprietary Information
• Intellectual Property: trade secrets, know-how, inventions, discoveries, patents, patent applications, and proprietary processes
• ST22 Tokenomics & Digital Securities Economics: token distribution models, CPMM algorithms, liquidity pool strategies, fee structures, and economic incentive structures across all three modules
• Platform Operations: operational procedures, compliance protocols, risk management systems, and internal controls
• Legal & Regulatory: legal strategies, regulatory compliance methods, SEC filings, licensing agreements, and regulatory correspondence including SEC Crypto Task Force engagement materials and no-action letter drafts
3.5 Additional Categories
• Personnel Information: employee information, organizational structure, compensation data, and hiring strategies
• Third-Party Information: information received from third parties under confidentiality obligations, including Empire Stock Transfer operational data and qualified-attestor credentials (USPAP appraisers, SPE / SME engineers)
• Future Plans: product roadmaps, feature development plans, technology evolution strategies, cross-chain expansion plans, and module activation schedules
• Analysis & Insights: reports, analyses, evaluations, and insights derived from Confidential Information
3.6 Form of Information
Confidential Information includes information disclosed:
• Orally in meetings, presentations, or conversations
• In Writing through documents, emails, or written communications
• Electronically via digital files, databases, or electronic media
• Visually through demonstrations, prototypes, or visual presentations
• Any Other Form of communication or disclosure
4. MARKING AND IDENTIFICATION
4.1 Written Information
Written Confidential Information should be clearly marked with one of the following designations:
• “CONFIDENTIAL”
• “PROPRIETARY”
• “RWA TOKENS CONFIDENTIAL”
• “GROOVY COMPANY CONFIDENTIAL”
• “TRADE SECRET”
• Any other similar marking indicating confidential nature
4.2 Oral Information
Information disclosed orally or visually shall be considered Confidential Information if:
• The Disclosing Party identifies it as confidential at the time of disclosure, OR
• The circumstances surrounding the disclosure would reasonably indicate its confidential nature, OR
• The Disclosing Party confirms in writing within thirty (30) days that such information is confidential
4.3 Unmarked Information
Failure to mark information as confidential shall not automatically exclude it from protection under this Agreement if the information would otherwise qualify as Confidential Information under the definitions herein.
5. OBLIGATIONS OF RECEIVING PARTY
5.1 Non-Disclosure Obligations
The Receiving Party agrees to:
• Maintain Strict Confidentiality: keep all Confidential Information in strict confidence and not disclose it to any third party without the Disclosing Party’s prior written consent
• Use Reasonable Care: exercise at least the same degree of care in protecting Confidential Information as it uses for its own confidential information, but in no event less than reasonable care
• Limit Access: restrict access to Confidential Information to employees, agents, advisors, and representatives who have a legitimate need to know for the Purpose
• Bind Recipients: ensure that all persons with access to Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein
5.2 Use Restrictions
The Receiving Party shall:
• Use Only for Purpose: use Confidential Information solely for the Purpose and not for any other purpose
• No Reverse Engineering: not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying ideas from any Confidential Information, including any Solana program bytecode, Transfer Hook logic, or oracle attestation payloads
• No Competitive Use: not use Confidential Information to compete with the Disclosing Party or to develop competing products or services in any of the three asset-class modules (Equities, Real Estate, CORECM)
• No Unauthorized Copying: not copy, reproduce, or create derivative works from Confidential Information except as necessary for the Purpose
5.3 Security Measures
The Receiving Party shall implement appropriate security measures including:
• Physical Security: secure storage of physical documents and materials
• Digital Security: password protection, encryption (industry-standard at rest and in transit), and secure networks for electronic information
• Access Controls: role-based access controls, multi-factor authentication, and audit logging
• Monitoring: regular monitoring and auditing of access to Confidential Information
6. EXCEPTIONS TO CONFIDENTIALITY
The obligations set forth in Section 5 shall not apply to information that:
6.1 Public Information
Is or becomes publicly available through no breach of this Agreement by the Receiving Party.
6.2 Independent Development
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.
6.3 Third-Party Disclosure
Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation owed to the Disclosing Party.
6.4 Prior Knowledge
Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by contemporaneous written records.
6.5 Legal Requirements
Is required to be disclosed by law, regulation, court order, or government agency, provided that:
• The Receiving Party gives prompt written notice to the Disclosing Party of such requirement (to the extent permitted by law)
• The Receiving Party cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy
• The disclosure is limited to only that information required to be disclosed
7. PERMITTED DISCLOSURES
7.1 Internal Team Members
The Receiving Party may disclose Confidential Information to:
• Employees who have a need to know for the Purpose and are bound by employment agreements containing confidentiality provisions
• Legal Counsel bound by attorney-client privilege and professional confidentiality obligations
• Financial Advisors bound by professional confidentiality obligations and who have signed confidentiality agreements at least as restrictive as this Agreement
• Consultants and Contractors who have signed confidentiality agreements at least as restrictive as this Agreement
7.2 Due Diligence Activities
In connection with potential investment, acquisition, financing, or module-onboarding transactions, Confidential Information may be disclosed to:
• Potential Investors who have signed confidentiality agreements
• Investment Banks bound by professional confidentiality obligations
• Accounting and Audit Firms conducting due diligence under confidentiality agreements
• Qualified Attestors (Module 2 / Module 3) such as USPAP-licensed appraisers and SPE / SME credentialed petroleum or mining engineers, where their engagement requires access to specific Confidential Information
• Other Professional Advisors bound by appropriate confidentiality obligations
8. TERM AND TERMINATION
8.1 Term
This Agreement shall commence on the Effective Date and shall remain in effect for a period of five (5) years, unless terminated earlier in accordance with this Section.
8.2 Termination
Either Party may terminate this Agreement at any time by providing thirty (30) days’ written notice to the other Party.
8.3 Survival of Obligations
Upon termination of this Agreement:
• All confidentiality obligations shall survive for a period of seven (7) years from the date of termination
• The obligation to return or destroy Confidential Information shall survive indefinitely
• All other provisions necessary to give effect to the confidentiality obligations shall survive
• Trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law
9. RETURN OR DESTRUCTION OF INFORMATION
9.1 Upon Termination
Upon termination of this Agreement, or upon written request by the Disclosing Party, the Receiving Party shall, at the Disclosing Party’s option:
• Return all documents, materials, and other tangible manifestations of Confidential Information; OR
• Destroy all such materials and provide written certification of such destruction within thirty (30) days
9.2 Electronic Information
With respect to electronic Confidential Information, the Receiving Party shall:
• Delete all electronic files containing Confidential Information from all computer systems and storage devices
• Overwrite storage media to prevent recovery of deleted information where feasible
• Destroy any backup copies that cannot be easily deleted, or place such copies under continuing confidentiality controls
• Provide certification of complete deletion and destruction signed by an officer of the Receiving Party
9.3 Exceptions to Return / Destruction
The Receiving Party may retain:
• Legal Compliance Copies required to be retained by law or regulation
• Attorney Work Product prepared by legal counsel
• Archived Copies that exist solely in secure backup systems and cannot be easily retrieved
Such retained copies shall remain subject to the confidentiality obligations of this Agreement for so long as they exist.
10. INTELLECTUAL PROPERTY
10.1 No License Granted
Nothing in this Agreement grants any license, right, or interest in any patent, copyright, trademark, trade secret, or other intellectual property right of either Party. All rights are expressly reserved.
10.2 Ownership
All Confidential Information remains the exclusive property of the Disclosing Party. No title or ownership rights are transferred to the Receiving Party by virtue of this Agreement.
10.3 Improvements and Derivatives
Any improvements, modifications, or derivative works created by the Receiving Party based on Confidential Information shall be deemed Confidential Information of the Disclosing Party and shall be owned by the Disclosing Party.
11. REMEDIES AND ENFORCEMENT
11.1 Irreparable Harm
The Receiving Party acknowledges that disclosure of Confidential Information would cause irreparable harm to the Disclosing Party that cannot be adequately compensated by monetary damages alone.
11.2 Equitable Relief
In the event of breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to:
• Immediate Injunctive Relief without the necessity of proving actual damages and without being required to post bond
• Specific Performance of the terms of this Agreement
• Other Equitable Relief as deemed appropriate by a court of competent jurisdiction
11.3 Additional Remedies
The equitable remedies set forth above are in addition to, and not in lieu of, any other remedies available at law or in equity, including monetary damages.
11.4 Attorney’s Fees
In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and costs, including fees on appeal.
12. GENERAL PROVISIONS
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
12.2 Jurisdiction and Venue
Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Laramie County, Wyoming. Each Party irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue or forum non conveniens.
12.3 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
12.4 Amendments
This Agreement may be amended or modified only by a written instrument signed by an authorized representative of each Party.
12.5 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired, and the Parties shall negotiate in good faith to replace the invalid provision with one that achieves the original intent.
12.6 Waiver
No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach. Any waiver must be in writing and signed by the waiving Party.
12.7 Assignment
Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations hereunder in writing.
12.8 Notices
All notices required or permitted under this Agreement shall be in writing and deemed given when:
• Delivered personally to the recipient, OR
• Sent by certified mail (return receipt requested) or recognized overnight courier to the addresses below, OR
• Sent by email to the email addresses below with confirmation of receipt
To Groovy Company, Inc.:
600 W Peachtree St NW, Suite 1700
Atlanta, GA 30308
Email: frank@rwatokens.net
To Counterparty:
______________________________________________________________________
______________________________________________________________________
Email: ________________________________________________________
12.9 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including DocuSign and equivalent platforms) shall be deemed valid and binding to the same extent as handwritten signatures.
12.10 Force Majeure
Neither Party shall be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, infrastructure failure, or natural disasters; provided, however, that the confidentiality obligations under this Agreement shall not be excused by force majeure.
12.11 No Partnership / No Obligation to Proceed
Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties, nor does it obligate either Party to enter into any further agreement or transaction. Each Party may discontinue discussions at any time, in its sole discretion.
13. SIGNATURES
By signing below, the Parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.
GROOVY COMPANY, INC.
Signature:
_______________________________________________
Name:
_______________________________________________
Title:
_______________________________________________
Date:
_______________________________________________
COUNTERPARTY
Signature:
_______________________________________________
Name:
_______________________________________________
Title:
_______________________________________________
Date:
_______________________________________________
WITNESS (if required by applicable state law)
Signature:
_______________________________________________
Name:
_______________________________________________
Title:
_______________________________________________
Date:
_______________________________________________
SCHEDULE A — SPECIFIC CONFIDENTIAL INFORMATION CATEGORIES
[To be completed based on specific disclosure requirements of the engagement.]
Technical Information Categories
☐ Solana program source code (Transfer Hook, AMM, Oracle Aggregator, Governance, Liquidity Pool)
☐ ST22 Digital Securities creation, mint, and lifecycle management specifications
☐ Custom AMM Engine — CPMM mathematical models with module-aware pricing
☐ Oracle Network design — custody (all modules), OFAC, AML, TWAP, EDGAR, appraisal (Module 2), reserve attestation (Module 3)
☐ Transfer Hook 42-control security architecture and module-conditional control logic
☐ Cryptographic methods, key management, and Ed25519 signature verification
☐ CEDEX exchange engine — order routing, settlement, and circuit breaker logic
☐ Predictive AI Module — IDOS scoring methodology, NLP pipeline, and OTC issuer universe
Module-Specific Information
☐ Module 1 — Equities: issuer onboarding pipeline, OTC microcap and global-exchange-listed targets
☐ Module 2 — Real Estate: appraisal cadence schedules, USPAP appraiser network, NAV methodology, fractionalization premium model
☐ Module 3 — CORECM: SPE-PRMS reserve methodology, qualified-engineer network, basin-asset onboarding pipeline
Business Information Categories
☐ Financial projections and three-module revenue models
☐ Issuer acquisition strategies, IDOS scoring data, and target lists
☐ Partnership agreements and terms (Empire Stock Transfer, Pyth, Helius, Chainalysis, TRM Labs, Jito, Certora)
☐ Regulatory compliance procedures and SEC engagement materials (Crypto Task Force, no-action letter correspondence)
☐ Competitive analysis and market intelligence
☐ Investment terms, Reg D / Reg S / Reg CF structuring, and funding strategies
☐ Groovy Security Token (STO) offering structure, allocation, and use of proceeds
Other Specific Categories
☐ ________________________________________________________________________
☐ ________________________________________________________________________
☐ ________________________________________________________________________
CONFIDENTIAL — This document contains proprietary and confidential information of Groovy Company, Inc. Unauthorized distribution is strictly prohibited.
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