Non-Disclosure

This Non-Disclosure and Confidentiality Agreement (this “Agreement”) governs the disclosure, use, and protection of Confidential Information exchanged between Hidaku LLC, operating under the trade name Buildify (“Buildify”), and the receiving party (“Recipient”). Buildify and Recipient may be referred to individually as a “Party” and collectively as the “Parties.”

The purpose of this Agreement is to protect proprietary, confidential, and trade-secret information disclosed in connection with evaluating, discussing, or engaging in a potential or actual business relationship between the Parties and our websites, including https://usebuildify.com and any predecessor or successor domains, including https://buildifyhq.com (collectively, the “Website”).

1. Definitions

1.1 Confidential Information

“Confidential Information” means all non-public information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Recipient”), whether disclosed orally, visually, electronically, or in writing, including but not limited to:

• Trade Secrets: Proprietary techniques, workflows, methodologies, know-how, and processes.
• Business Information: Pricing, financial data, forecasts, marketing strategies, customer lists, sales metrics, and business plans.
• Project Information: Specifications, designs, prototypes, wireframes, roadmaps, timelines, and deliverables.
• Technical Information: Software, source code, object code, APIs, algorithms, models, system architecture, infrastructure, and documentation.
• Customer and User Data: Personally identifiable information (PII), analytics, usage data, and behavioral insights.
• Other Proprietary Information: Any information that reasonably should be understood to be confidential based on its nature or the circumstances of disclosure, whether or not expressly labeled as confidential.

1.2 Exclusions

Confidential Information does not include information that the Recipient can demonstrate with written evidence:

• Was lawfully known to the Recipient prior to disclosure;
• Becomes publicly available through no breach by the Recipient;
• Is lawfully received from a third party without confidentiality restrictions;
• Is independently developed without reference to the Disclosing Party’s Confidential Information; or
• Is required to be disclosed by law, regulation, or court order, provided that the Recipient gives prompt written notice (where legally permitted) and cooperates in seeking protective treatment.

2. Obligations of the Recipient

The Recipient agrees to:

2.1 Confidentiality

Maintain all Confidential Information in strict confidence and not disclose it to any third party without the Disclosing Party’s prior written consent.

2.2 Permitted Use

Use Confidential Information solely for the purpose of evaluating, discussing, or performing a business relationship with the Disclosing Party and for no other purpose.

2.3 Standard of Care

Protect Confidential Information using at least the same degree of care used to protect its own confidential information, and in no event less than a commercially reasonable standard of care.

2.4 Access Limitation

Restrict access to Confidential Information to employees, contractors, or agents who have a legitimate need to know and are bound by written confidentiality obligations no less protective than this Agreement.

2.5 Breach Notification

Promptly notify the Disclosing Party of any actual or suspected unauthorized access, use, or disclosure of Confidential Information and cooperate fully in remediation efforts.

3. Ownership, Control, and Return of Information

All Confidential Information remains the exclusive property of the Disclosing Party. No license or ownership rights are granted by disclosure.

Upon written request or termination of discussions, the Recipient shall promptly:

• Return or permanently destroy all Confidential Information, including copies and derivatives; and
• Certify in writing that such return or destruction has been completed.

Archival copies retained solely for legal or compliance purposes remain subject to this Agreement.

4. Remedies

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are insufficient. Accordingly, the Disclosing Party is entitled to:

• Immediate injunctive relief and specific performance, without posting bond; and
• Any other remedies available at law or equity.

These remedies are cumulative and not exclusive.

5. Independent Development & Similar Products

The Parties acknowledge that Buildify operates in a competitive technology environment. Nothing in this Agreement restricts Buildify from independently developing products or services that may be similar in functionality, concept, or design to those discussed, provided that:

• Such development does not use or rely on the Recipient’s Confidential Information; and
• The resulting products do not infringe any intellectual property rights.

6. Non-Solicitation

For a period of sixty (60) months following termination of this Agreement, the Recipient shall not directly or indirectly solicit, hire, or engage any Buildify employees, contractors, or consultants with whom the Recipient had contact or exposure through the disclosure of Confidential Information, without Buildify’s prior written consent.

7. Prohibited Activities

The Recipient may not:

• Use Confidential Information to infringe intellectual property rights;
• Publish or distribute unlawful, defamatory, or obscene materials;
• Impersonate Buildify or misrepresent any affiliation;
• Claim ownership of Buildify’s proprietary materials, trademarks, or intellectual property.

8. Term and Survival

This Agreement remains in effect during all discussions or engagements between the Parties.

• Confidentiality obligations survive for sixty (60) months following termination.
• Obligations relating to trade secrets survive for so long as the information remains a trade secret under applicable law.

9. Modifications

This Agreement may be modified only by a written agreement signed by both Parties. Continued access to Confidential Information constitutes acceptance of the then-current version.

10. Governing Law

This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles.

11. Acknowledgment

By accessing or using Buildify’s Confidential Information, the Recipient acknowledges that they have read, understood, and agree to be bound by this Agreement.

Contact:

Buildify HQ

453 S. Spring Street, Suite 400

Los Angeles, CA 90013

📧 hey@BuildifyHQ.com

‍