PastWipe Non-Disclosure & Intellectual Property Protection Agreement

PastWipe LLC • Effective on access/registration/use • Jurisdiction: Delaware, USA • Version: 1.0 (05 Nov 2025)

Acceptance by Registration or Use (No Signature Required): By creating an account; registering or acting as a user, partner, reseller, contractor, advisor, or pilot user; accessing the PastWipe portal, SDKs, APIs, documentation, prototypes, or other materials; or otherwise using the Service, you (“Recipient”) agree to be bound by this Agreement. If you do not agree, do not access or use the Service. Delete your account and confirm by email to [email protected].

Precedence: To the maximum extent permitted by law, this PastWipe NDA prevails over and supersedes any other NDA or confidentiality terms between the parties in the event of conflict, unless a later agreement expressly states that it overrides this NDA by name.

1) Parties; Purpose

This Agreement is between PastWipe LLC, a Delaware limited liability company (“PastWipe”), and the Recipient identified by their account/registration or access. The Parties intend to explore, evaluate, integrate, or discuss PastWipe’s RepSec™ technology, products, services, partnerships, pilots, investments, or other opportunities (the “Permitted Purpose”).

2) Definitions

Confidential Information means all non-public information disclosed by or on behalf of PastWipe to Recipient, whether oral, visual, written, electronic, or otherwise, including without limitation: source/object code, SDKs, APIs, tools, sandboxes; algorithms, models, prompts, datasets, cryptographic designs, attestations, policies; product roadmaps, pricing, business plans, financials, investors; customer/vendor lists; security, architecture, infrastructure, runbooks; all inventions, discoveries, works of authorship, know-how, trade secrets; “clean-room” materials; testing/benchmark results; and third-party confidential information in PastWipe’s possession. Confidential Information includes the existence and terms of this Agreement, and information disclosed before its effective date.
Trade Secrets means information qualifying as a trade secret under applicable law, including the Defend Trade Secrets Act of 2016 (DTSA) and the Delaware Uniform Trade Secrets Act (DUTSA).
PastWipe IP means all intellectual property and proprietary rights of PastWipe, including patents and applications; copyrights; mask works; trademarks; domain names; design rights; sui generis database rights; trade secrets; and all moral and economic rights therein.
PastWipe Materials means all items embodying or reflecting Confidential Information or PastWipe IP, including derivatives, analyses, notes, and copies made by Recipient.

3) Non-Use; Limited Access; Security

Non-Use: Recipient shall use Confidential Information solely for the Permitted Purpose and not for any other or competitive purpose.
Limited Access: Recipient may disclose Confidential Information only to its employees, individual contractors, and professional advisors (not competitors or affiliates engaged in competing research or products) who: (i) have a strict need to know for the Permitted Purpose; (ii) are bound by written obligations at least as protective as this Agreement; and (iii) are not barred by the Prosecution Bar (Section 7).
Security: Recipient will apply at least industry-standard administrative, technical, and physical safeguards; keep access logs; and promptly remediate vulnerabilities. No model training, data mining, scraping, or embedding of Confidential Information into machine-learning systems is permitted without PastWipe’s express written consent.

4) Reverse Engineering & Technical Restrictions

No Reverse Engineering: Recipient shall not, and shall not permit others to, directly or indirectly decompile, disassemble, reverse engineer, unlock, decode, translate, or otherwise attempt to derive or infer the source code, underlying ideas, algorithms, file formats, or non-public APIs of any PastWipe Materials, to the fullest extent permitted by law.
No Circumvention/Benchmarking: No circumvention of technical protections; no publication of benchmarks or performance data without prior written consent.
No Derivative Systems: No creation of derivative works, competitive services, or functionally similar systems using or derived from PastWipe Materials or Confidential Information, including attempts to copy any patent claims, design, or implementation details.

5) Confidentiality Obligations; Carve-Outs

Confidentiality: Recipient shall protect Confidential Information with at least the care it uses for its own confidential information (and in no event less than reasonable care), shall not disclose it except as allowed herein, and shall not remove or alter proprietary notices.
Carve-Outs: Confidential Information does not include information that Recipient demonstrates by contemporaneous records: (i) was publicly available without Recipient’s breach; (ii) was independently developed by Recipient without use of Confidential Information; or (iii) was rightfully received from a third party without confidentiality duty. PastWipe trade secrets remain protected for so long as they qualify as trade secrets under applicable law.
Compelled Disclosure: Recipient may disclose Confidential Information when required by law, subpoena, or court order, provided Recipient (if legally permitted) promptly gives PastWipe written notice and cooperates to seek protective treatment. Only the legally required portion may be disclosed.

6) IP Ownership; No License; Feedback

Ownership: As between the Parties, PastWipe owns all right, title, and interest in and to the Confidential Information, PastWipe IP, and PastWipe Materials. No assignment or license is granted by implication or estoppel.
No License: Except for the limited right to use Confidential Information for the Permitted Purpose, no rights are granted. Recipient shall not use any PastWipe trademark or brand without written permission.
Feedback: Recipient assigns to PastWipe all right, title, and interest in feedback, suggestions, or improvement ideas relating to PastWipe products/services, excluding Recipient’s pre-existing IP. PastWipe may use Feedback without restriction or attribution.

7) Patent Protection; Misuse; Prosecution Bar

No Patent Misuse or Copying: Recipient shall not misuse, copy, or attempt to copy any PastWipe patent, patent application, or claim set; shall not file, aid, or support any patent/application or claim directed to or relying on PastWipe Confidential Information, implementations, or inventions; and shall not use PastWipe Confidential Information to design around PastWipe patents or claims.
Prosecution Bar: Any person who receives or reviews PastWipe Confidential Information that is technical in nature (including source, architecture, crypto, algorithms, protocols, models, or product roadmaps) shall, for two (2) years after last access (or longer if ordered by a tribunal), be barred from directly or indirectly drafting, amending, or influencing the scope of patent claims in any patent prosecution, interference, derivation, post-grant, opposition, or reissue/reexamination proceeding concerning technologies related to data neutralization, cryptographic attestation, breach-triggered non-reusability, data-policy bindings, or substantially similar fields.
Assignment on Breach: Any invention, improvement, or application conceived, reduced to practice, or claimed by Recipient in breach of this Section is deemed automatically assigned to PastWipe, and Recipient shall execute documents to perfect title.
No Assertion Covenant (Evaluation Use): Recipient covenants not to assert any patent claims against PastWipe or its customers/users based on Recipient’s evaluation, testing, or integration activities with PastWipe Confidential Information or Materials.

8) Data Handling; Return/Destruction

Minimization: Recipient will collect/store only what is strictly necessary for the Permitted Purpose.
Return/Destruction: Upon PastWipe’s request or termination, Recipient shall promptly (i) stop using Confidential Information; (ii) return or securely destroy all PastWipe Materials (including backups and derivatives), and certify destruction in writing within 10 business days; except one archival copy may be retained if required by law or internal compliance, kept confidential per this Agreement.

9) Term; Survival

This Agreement begins upon access/registration/use and continues for five (5) years after the later of (i) last disclosure or (ii) last access to Confidential Information; provided that obligations with respect to Trade Secrets survive for so long as they remain Trade Secrets.

10) Audits (Limited)

Solely to verify compliance, PastWipe may, on reasonable notice and during normal hours, request a written attestation of Recipient’s compliance and deletion/return. If PastWipe reasonably suspects a material breach, PastWipe may require an independent third-party auditor (under NDA) to review relevant Recipient systems limited to the scope of suspected breach. Recipient will cooperate reasonably.

11) Remedies; Damages; Fee-Shifting

Equitable Relief: Recipient acknowledges that breach may cause irreparable harm for which monetary damages are inadequate; PastWipe is entitled to immediate injunctive relief, specific performance, and other equitable remedies, without posting bond or proving actual damages.
Damages & Disgorgement: PastWipe may recover actual damages, consequential damages to the extent permitted by law, unjust-enrichment/disgorgement, and (where applicable) exemplary damages under DTSA for willful/malicious misappropriation.
Liquidated Damages (to the maximum extent permitted): For unauthorized use, disclosure, reverse engineering, patent misuse, or derivation, the Parties agree damages would be difficult to ascertain; therefore, at PastWipe’s election, liquidated damages shall equal the greater of: (i) USD [250,000] per breach event; (ii) three (3) times Recipient’s benefit or PastWipe’s loss (including avoided development costs); or (iii) the fees Recipient received in connection with the breach. These amounts are intended as a reasonable pre-estimate, not a penalty.
Costs & Fees: The prevailing party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.

12) Indemnity

Recipient shall defend, indemnify, and hold harmless PastWipe, its affiliates, and their officers, directors, employees, and agents from and against claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Recipient’s breach of this Agreement or misuse of Confidential Information or PastWipe IP.

13) Export; Sanctions; Compliance

Recipient shall comply with U.S. and international export control and sanctions laws. Recipient represents it is not barred by applicable laws from receiving Confidential Information.

14) Government Rights

If Recipient is a U.S. Government entity or is providing to one, PastWipe Materials are “commercial items” and any use is subject to FAR 52.227-19 or DFARS 227.7202, as applicable.

15) DTSA Whistleblower Notice

Notwithstanding any confidentiality obligations, under 18 U.S.C. §1833(b) an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An employee who files a retaliation lawsuit for reporting a suspected violation of law may disclose a trade secret to their attorney and use the trade secret information in court proceedings, if the employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

16) Miscellaneous

Entire Agreement (NDA scope): This is the complete agreement regarding confidentiality, non-use, reverse engineering, and IP protection for the Permitted Purpose, and supersedes conflicting NDA terms unless a later agreement expressly supersedes it by name.
Severability; Waiver: If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect. Failure to enforce is not a waiver.
Assignment: Recipient may not assign or transfer this Agreement (by law or otherwise) without PastWipe’s written consent; any attempted assignment is void. PastWipe may assign to affiliates or in connection with corporate transactions.
Governing Law; Venue; Jury Waiver: This Agreement is governed by Delaware law (without regard to conflicts of law). The Parties submit to exclusive jurisdiction and venue of the state or federal courts in Delaware, and waive any right to a jury trial.
Notices: Legal notices to PastWipe: [email protected] (reference “Legal Notice – NDA”). Notices to Recipient may be sent to the email associated with Recipient’s account.
Updates on this site: PastWipe may update this NDA here; material changes will be announced with reasonable notice unless earlier required by security or law.

17) Conflicts with Other Agreements

If Recipient also accepted PastWipe’s SLA or other site terms, those apply to service levels and usage terms. In case of conflict on confidentiality/IP protection, this NDA governs, unless a later, expressly superseding written agreement is executed.

18) Termination

PastWipe may terminate Recipient’s access for breach or risk. Recipient’s obligations as to Confidential Information, Trade Secrets, IP protection, reverse-engineering bans, prosecution bar, and remedies survive per their terms.