Parties and purpose
This agreement is between GridLynQ Inc., a Delaware corporation ("GridLynQ"), and the person or firm signing below (the "Recipient"). GridLynQ will share confidential and proprietary information so the Recipient can evaluate a possible investment in, or collaboration with, GridLynQ, and for no other purpose.
Commencement and duration
This agreement starts on the date the Recipient signs and continues for as long as the discussions or relationship between the parties last. Certain provisions survive for the periods stated below.
Confidential information
"Confidential Information" means any non-public, proprietary or commercially valuable information GridLynQ discloses in any form, including: (a) site, development and deployment plans, designs and renderings; (b) permitting, interconnection, entitlement and regulatory strategies; (c) financial models, projections, cost estimates, pro formas, capital structures, round terms, block pricing and estimator coefficients; (d) transaction structures, host lease, utility and partner terms; (e) operating, branding and go-to-market plans; (f) technical data, consultant reports, surveys and engineering input; (g) third-party confidential content shared with the Recipient; and (h) emails, notes, presentations and analyses generated in evaluating the opportunity — together with any derivatives, summaries or compilations of them, whether or not marked confidential, however disclosed (including verbally, by screen share or during site visits).
Obligations of the Recipient
The Recipient must: (i) not disclose Confidential Information to any third party without GridLynQ's prior written consent; (ii) use it solely to evaluate the opportunity with GridLynQ, and not for independent development, competitive analysis or commercial exploitation; (iii) not copy it or create derivative works unless GridLynQ authorises it in writing; (iv) protect it with at least the care it uses for its own confidential material of a similar nature; (v) limit access to advisers with a strict need to know who are bound in writing by terms no less restrictive than these; (vi) promptly notify GridLynQ in writing of any actual or suspected unauthorised use or disclosure and cooperate to contain it; (vii) on GridLynQ's request or when discussions end, return or permanently destroy all Confidential Information and confirm that in writing; and (viii) not use it to approach, contact or negotiate with any host, marina, utility, regulator, consultant, investor, landowner or partner introduced by GridLynQ or named in its materials to pursue the same or a similar opportunity without GridLynQ's written consent.
Term of confidentiality
The Recipient must keep Confidential Information confidential for 3 years from the date of disclosure, unless the law requires or the parties agree in writing a longer period. For GridLynQ's proprietary concepts, technology, strategies, transaction structures and any other information that remains non-public and derives independent value from not being generally known, the obligation survives in perpetuity, including after this agreement ends.
No warranties, no offer
All Confidential Information is provided "as is", without any representation or warranty as to accuracy, completeness or fitness for purpose; the Recipient relies solely on its own assessment. Nothing here is an offer to sell securities, a commitment by either party to proceed, or a licence to any intellectual property.
Exclusions
These obligations do not apply to information that: (i) is or becomes public through no breach by the Recipient; (ii) the Recipient already knew before disclosure, shown by written evidence existing at that time; (iii) the Recipient develops independently without use of or reference to the Confidential Information; (iv) the Recipient lawfully obtains from a third party free to disclose it; or (v) must be disclosed under a valid court order, subpoena or governmental demand, provided the Recipient gives GridLynQ prompt written notice where legally permitted and cooperates, at GridLynQ's request and expense, in seeking a protective order.
Notice
Notices must be in writing and delivered by personal delivery, certified mail (return receipt requested), tracked national courier, or email with confirmation of receipt, to the addresses or emails given on signing or later designated in writing. They are deemed received on delivery if personal, three business days after mailing if certified mail, on confirmed courier delivery, or on confirmation of receipt if by email.
Injunctive relief
Any breach or threatened breach may cause GridLynQ immediate and irreparable harm for which money damages are insufficient. GridLynQ is entitled to seek injunctive relief, specific performance or other equitable remedies without posting bond or proving actual damages, in addition to any other remedy available to it.
Indemnification
The Recipient must indemnify, defend and hold harmless GridLynQ and its affiliates, officers, directors, employees, advisers and agents from all losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising from any breach of this agreement by the Recipient, any unauthorised use or disclosure of Confidential Information, or any attempt to circumvent GridLynQ, whether intentional, negligent or otherwise, including third-party claims. This obligation survives termination.
Governing law and dispute resolution
This agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles. Any dispute arising out of or relating to this agreement is subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and the parties submit to those courts.
Assignment, waiver and severability
This agreement binds and benefits the parties and their successors, assigns and legal representatives. GridLynQ may assign it, including to any affiliate or entity it forms, owns or controls, without the Recipient's consent; the Recipient may not assign or delegate it without GridLynQ's prior written consent, and any attempt to do so is void. A failure by GridLynQ to enforce any provision is not a waiver, and any waiver must be in writing. If any provision is held unenforceable, the remainder stays in force and the provision is replaced by the valid one nearest its original intent.
Entire agreement and signatures
This agreement is the entire agreement on its subject matter and supersedes all prior understandings; it may be changed only in a writing signed by both parties. It may be signed in counterparts, and electronic signatures — including click-through acceptance in the GridLynQ portal, PDF or digital signature platforms — have the same legal effect as originals.