Confidentiality and Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is entered into as of the date signed below by and between Tomas Anthony, an individual residing in New York, NY, in his individual capacity and on behalf of any entity he may form to hold the intellectual property described herein (collectively, the "Disclosing Party"), and the undersigned individual ("Recipient"). The Disclosing Party operates under the trade name Better Athlete™.
1. Confidential Information
Recipient acknowledges that the materials contained in this investor portal -- including but not limited to business plans, financial projections, pro forma models, proprietary algorithms, assessment methodologies, scoring frameworks, prescription logic, the patent-pending dual-state assessment protocol, competitive analysis, deal architecture, partnership terms, trademarks (whether registered, pending, or used at common law), and any associated documentation -- constitute confidential and proprietary information of the Disclosing Party ("Confidential Information").
2. Non-Disclosure Obligation
Recipient agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose, distribute, reproduce, or share any Confidential Information with any third party without the prior written consent of the Disclosing Party; (c) use Confidential Information solely for the purpose of evaluating a potential investment, advisory, partnership, or other business relationship with the Disclosing Party or its affiliates; and (d) not copy, screenshot, print, or otherwise reproduce any materials accessed through this portal.
3. Assignment to Future Entity
Recipient acknowledges that the Disclosing Party intends to form one or more legal entities to hold the Better Athlete intellectual property and operate the business. This Agreement, and all rights and obligations hereunder, may be assigned by the Disclosing Party to any such entity upon formation, without further consent of the Recipient. Upon such assignment, references to the Disclosing Party shall be deemed to refer to the assignee entity, and this Agreement shall remain in full force and effect.
4. Return of Materials
Upon request by the Disclosing Party or upon deciding not to proceed with an investment, Recipient shall promptly destroy all copies of Confidential Information in Recipient's possession and confirm such destruction in writing.
5. Securities Disclaimer
The materials in this portal do not constitute an offer to sell or a solicitation of an offer to buy any securities. Any investment opportunity described herein will only be made pursuant to definitive transaction documents executed by the Disclosing Party or its designated entity. All financial projections are forward-looking statements based on assumptions that may not be realized. Past performance does not guarantee future results.
6. Duration
This Agreement shall remain in effect for a period of two (2) years from the date of execution, regardless of whether Recipient proceeds with an investment, and shall survive any assignment under Section 3.
7. Governing Law
This Agreement shall be governed by the laws of the State of New York.