Master Bilateral Non-Disclosure Agreement
Institutional confidentiality execution for technical evaluation, sovereign transceiver deployments, and hardware node integration.
1. Purpose & Scope
The Disclosing Party and Receiving Party wish to engage in strategic, technical, and commercial discussions regarding the evaluation, deployment, testing, and operational configuration of INQRYPTA sovereign communications, secure transceivers, hardware security elements (SE/NFC), and decentralized signaling infrastructure (the "Permitted Purpose").
2. Definition of Confidential Information
"Confidential Information" encompasses all technical, cryptographic, algorithmic, commercial, and financial information disclosed directly or indirectly by Inqtel Pty Ltd, Inqtel Taiwan Ltd, or the Receiving Party. Crucially, in relation to INQRYPTA, Confidential Information explicitly includes all WebRTC/STUN relay configurations, deterministic node identity algorithms, memory-volatile execution safeguards, hardware schematics, firmware routines, API schemas, subscriber matrices, and trade secrets, regardless of whether marked as proprietary.
3. Non-Disclosure & Strict Standard of Care
The Receiving Party shall hold all Confidential Information in the strictest confidence, exercising at least the same degree of care it uses to protect its own highly confidential data, but in no event less than a reasonable high degree of commercial care. The Receiving Party shall not copy, disclose, publish, reverse-engineer, decompile, or disassemble any portion of the Discloser’s software, firmware, or cryptographic protocols without prior express written consent from an authorized director of Inqtel Pty Ltd.
4. IP Reservation & Non-Circumvention
All right, title, and interest in and to any intellectual property, patents, source code, and design architecture remain the exclusive, absolute property of Inqtel Pty Ltd and its designated corporate entities. Nothing in this Agreement grants, by implication or estoppel, any license, right, or ownership interest. The Receiving Party covenants not to circumvent Inqtel Pty Ltd or Inqtel Taiwan Ltd by independently replicating or soliciting the sovereign relay architecture revealed during discussions.
5. Term & Survival
The duty of confidentiality and non-use commences upon digital execution and endures for five (5) years thereafter, provided that any trade secrets, source code, and cryptographic protocols shall be maintained in confidence in perpetuity until such information lawfully enters the public domain through no fault of the Receiving Party.
6. Injunctive Relief
The Receiving Party acknowledges that any unauthorized disclosure or use of INQRYPTA proprietary assets will cause immediate and irreparable harm to Inqtel Pty Ltd and Inqtel Taiwan Ltd for which monetary damages alone would be inadequate. Consequently, Inqtel Pty Ltd shall be entitled to seek immediate preliminary and permanent injunctive relief, specific performance, and other equitable remedies before any court of competent jurisdiction without the requirement of posting bond or proving actual financial loss.
7. Governing Law, Exclusive Jurisdiction & International Enforcement
This Agreement and any dispute, controversy, or claim arising out of or in connection with it shall be governed by and construed in accordance with the substantive laws of the State of New South Wales, Australia, and the Commonwealth of Australia. The parties submit to the exclusive jurisdiction of the Supreme Court of New South Wales and the Federal Court of Australia (Sydney Registry). Judgment upon an award or order rendered may be entered and enforced in any court of competent jurisdiction globally under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) or reciprocal enforcement statutes.
| Protected Parent Entity: | Inqtel Pty Ltd (ABN 17 631 457 228 | DUNS 745354067, NSW Australia) |
| Operating Subsidiary: | Inqtel Taiwan Ltd (銀特台灣有限公司) (UBN 96828345) |
| Counterparty Entity: | |
| Counterparty ID (ABN/Tax): | |
| Authorized Signatory: | |
| Signatory Official Email: | |
| Execution Timestamp: | |
| Governing Law: | State of New South Wales, Commonwealth of Australia |
| Confidentiality Term: | 5 Years (In Perpetuity for Trade Secrets, Algorithms & Source Code) |
MASTER BILATERAL NON-DISCLOSURE AGREEMENT — LEGAL TERMS
COUNTERPARTY: Bound as set forth in the attached Certificate of Execution.
1. Purpose & Scope
The Disclosing Party and Receiving Party wish to engage in strategic, technical, and commercial discussions regarding the evaluation, deployment, testing, and operational configuration of INQRYPTA sovereign communications, secure transceivers, hardware security elements (SE/NFC), and decentralized signaling infrastructure (the "Permitted Purpose").
2. Definition of Confidential Information
"Confidential Information" encompasses all technical, cryptographic, algorithmic, commercial, and financial information disclosed directly or indirectly by Inqtel Pty Ltd, Inqtel Taiwan Ltd, or the Receiving Party. Crucially, in relation to INQRYPTA, Confidential Information explicitly includes all WebRTC/STUN relay configurations, deterministic node identity algorithms, memory-volatile execution safeguards, hardware schematics, firmware routines, API schemas, subscriber matrices, and trade secrets, regardless of whether marked as proprietary.
3. Non-Disclosure & Strict Standard of Care
The Receiving Party shall hold all Confidential Information in the strictest confidence, exercising at least the same degree of care it uses to protect its own highly confidential data, but in no event less than a reasonable high degree of commercial care. The Receiving Party shall not copy, disclose, publish, reverse-engineer, decompile, or disassemble any portion of the Discloser’s software, firmware, or cryptographic protocols without prior express written consent from an authorized director of Inqtel Pty Ltd.
4. IP Reservation & Non-Circumvention
All right, title, and interest in and to any intellectual property, patents, source code, and design architecture remain the exclusive, absolute property of Inqtel Pty Ltd and its designated corporate entities. Nothing in this Agreement grants, by implication or estoppel, any license, right, or ownership interest. The Receiving Party covenants not to circumvent Inqtel Pty Ltd or Inqtel Taiwan Ltd by independently replicating or soliciting the sovereign relay architecture revealed during discussions.
5. Term & Survival
The duty of confidentiality and non-use commences upon digital execution and endures for five (5) years thereafter, provided that any trade secrets, source code, and cryptographic protocols shall be maintained in confidence in perpetuity until such information lawfully enters the public domain through no fault of the Receiving Party.
6. Injunctive Relief
The Receiving Party acknowledges that any unauthorized disclosure or use of INQRYPTA proprietary assets will cause immediate and irreparable harm to Inqtel Pty Ltd and Inqtel Taiwan Ltd for which monetary damages alone would be inadequate. Consequently, Inqtel Pty Ltd shall be entitled to seek immediate preliminary and permanent injunctive relief, specific performance, and other equitable remedies before any court of competent jurisdiction without the requirement of posting bond or proving actual financial loss.
7. Governing Law, Exclusive Jurisdiction & International Enforcement
This Agreement and any dispute, controversy, or claim arising out of or in connection with it shall be governed by and construed in accordance with the substantive laws of the State of New South Wales, Australia, and the Commonwealth of Australia. The parties submit to the exclusive jurisdiction of the Supreme Court of New South Wales and the Federal Court of Australia (Sydney Registry). Judgment upon an award or order rendered may be entered and enforced in any court of competent jurisdiction globally under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) or reciprocal enforcement statutes.
Digital signature verified and sealed under the Electronic Transactions Act 2000 (NSW). Refer to Certificate of Bilateral Execution on Page 1 for cryptographic origin hash and execution telemetry.