Before we share anything, please read and sign this short confidentiality agreement.
This Confidentiality Agreement (the "Agreement") is made between Ancla Tech LLC, a Massachusetts limited liability company located at 867 Boylston Street, 5th Floor, Boston, MA 02116, United States (the "Company", "we"), and the person who signs it below ("you"). It takes effect on the date you sign it.
1. Purpose
The Company will share confidential information about OnePenny and its related businesses so that you can evaluate a possible investment in the Company (the "Purpose"). You may use the Confidential Information only for the Purpose.
2. What is confidential
"Confidential Information" means all non-public information the Company discloses to you, in any form — through the investor Private Room, emails, calls, meetings or otherwise — whether or not it is marked confidential. It includes: financial information, projections, unit economics and costs; the terms, size, valuation or structure of any investment round; amounts invested to date and founder compensation; business and marketing strategy; product roadmap and unreleased products or apps; source code, designs, data, prompts, algorithms and methods; user, tester and partner information; pricing; and the contents of the Private Room itself.
3. Exclusions
Confidential Information does not include information that you can show (a) was already known to you, without a duty of confidentiality, before the Company disclosed it; (b) is or becomes public without any breach of this Agreement; (c) you developed independently without using the Confidential Information; or (d) a third party gave you lawfully, without a duty of confidentiality.
4. Your obligations
You will keep the Confidential Information secret and protect it with at least the care you use for your own confidential information, and never less than reasonable care. You will not disclose it to anyone except your attorneys, accountants and financial advisers who need to know it for the Purpose and are bound by confidentiality duties at least as protective as this Agreement (you are responsible for their compliance). You will not copy, screenshot, record, forward or republish it beyond what the Purpose requires.
5. Disclosure required by law
If a law, court or authority requires you to disclose Confidential Information, you will, where the law allows, give the Company prompt written notice so it can seek protection, and you will disclose only the part that is legally required.
6. How long it lasts
Your obligations last three (3) years from the date you sign. For trade secrets (including source code and non-public methods), they last for as long as the information remains a trade secret under applicable law.
7. Return or destruction
When the Company asks in writing, you will promptly return or destroy the Confidential Information you hold and confirm it in writing. Copies that you must keep by law, or that sit in routine backups, stay protected by this Agreement.
8. No license, no warranty, no obligation to invest
All Confidential Information remains the Company's property, and this Agreement grants you no license or other right to it. The Company gives no warranty about the information; projections are estimates. Neither party is obliged to enter into any transaction. Nothing shared is an offer to sell, or a solicitation to buy, securities; any investment would be made only under separate signed documents and applicable securities laws.
9. No other restrictions
This Agreement does not stop you from investing in or working with other companies, including companies that compete with the Company, as long as you do not use or disclose the Confidential Information.
10. Remedies
Unauthorized use or disclosure may cause harm that money cannot fully repair. The Company may therefore seek an injunction or other equitable relief, in addition to any other remedy, without having to post a bond where the law allows.
11. General
This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law rules, and the state and federal courts located in Massachusetts have exclusive jurisdiction. If a provision cannot be enforced, the rest stays in effect. This is the entire agreement on its subject and can be changed only in a writing signed by both parties. If the Spanish translation differs from the English text, the English text controls.
12. Electronic signature
By typing your full name, entering your phone number, checking the box and pressing the sign button, you confirm that you have read and understood this Agreement; that you sign it and agree to be bound by it; that the typed name is your legal signature (ESIGN Act and UETA); that you have authority to sign (and, if you sign for a company or fund, that you bind it); and that we may keep an electronic record of your signature with the date, time, IP address, device, name and phone number.
