Mutual Non-Disclosure Agreement

Version 2026-10-08

Every purchase on cri-one.com is made under this agreement. You accept it by ticking the agreement box at Stripe checkout. The checkout record (name, company, email address and date) is the signature record. See section 9.

This Mutual Non-Disclosure Agreement (the "Agreement") is made between Christopher Gabriel Brown, an individual doing business under his own name (as "CRI-ONE") at cri-one.com, and the organization named in the checkout record described in section 9 (the "Recipient"), in connection with the Recipient's purchase of a CRI-ONE product through cri-one.com (the "Order"). The files and documents delivered under the Order are the "Licensed Materials".

1. Confidential Information

"Confidential Information" means the Licensed Materials, including every file, design, netlist, layout, register-transfer-level (RTL) source, pre-GDSII database (DEF, LEF, netlist, SDC, SPEF, ODB), calculation, specification and document delivered under the Order, and any other non-public information either party discloses to the other in connection with it, whether marked or not.

2. Obligations

Each party will (a) use the other's Confidential Information only to perform or exercise rights under the Order and the license that comes with it; (b) protect it with at least the care it uses for its own confidential information of like importance, and never less than reasonable care; and (c) disclose it only to its own employees and contractors who need to know it and are bound by written obligations at least as protective as these.

3. Exclusions

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it before disclosure, is independently developed without use of the Confidential Information, or is rightfully received from a third party without a duty of confidence. A party may disclose information when required by law or court order, after giving prompt notice where lawful.

4. Ownership and no implied license

All Confidential Information remains the property of the disclosing party. CRI-ONE retains all copyrights, patents, patent applications and other intellectual property in the Licensed Materials. No right or license is granted by this Agreement beyond the license purchased under the Order.

5. Export control and US jurisdiction

The Recipient attests that it is located in and is acting from the United States, and that it will not export, re-export or transfer the Confidential Information in violation of United States export-control or sanctions laws.

6. Term

This Agreement takes effect on the date it is signed and continues for three (3) years. Obligations for Confidential Information that is a trade secret continue for as long as it remains a trade secret.

7. Remedies

Unauthorized use or disclosure may cause irreparable harm, and the disclosing party may seek injunctive relief in addition to any other remedy.

8. Governing law and venue

This Agreement is governed by the laws of the State of Georgia, USA. The state and federal courts located in Georgia have exclusive jurisdiction.

9. Electronic signature

The parties agree that this Agreement may be executed electronically under the U.S. E-SIGN Act and the Georgia Uniform Electronic Transactions Act. The Recipient signs by ticking the box agreeing to this Agreement at Stripe checkout when it places the Order. The checkout record of that acceptance (the name, company and email address entered at checkout, and the date of the checkout) is the Recipient's signature record. CRI-ONE countersigns automatically when the Recipient signs; the executed copy is emailed to both parties.