1. Purpose
The Receiving Party wishes to evaluate proprietary technologies, systems, designs, and intellectual property owned or controlled by Zelta AeroSystems Inc. strictly for potential licensing discussions.
2. Definition of Confidential Information
Confidential Information includes, without limitation, UAV designs, propulsion systems, architectures, patent-pending technologies and filings, engineering data, CAD, schematics, BOMs, business models, licensing frameworks, pricing, and any disclosed documents, visuals, or discussions, whether disclosed orally, visually, electronically, or in writing.
3. Obligations
The Receiving Party agrees not to disclose, copy, reproduce, or distribute any Confidential Information, not to use information for any purpose other than evaluation, and to protect the information with at least the same degree of care as its own confidential data.
4. Non-Circumvention
The Receiving Party shall not bypass, compete with, replicate, or reverse engineer Zelta technologies; contact or engage with Zelta partners, suppliers, or stakeholders without written consent; or develop or assist in developing competing systems derived from disclosed information.
5. No License or Rights
No rights, licenses, ownership, or claims are granted under this Agreement.
6. Term
This Agreement remains in force for ten years from the date of execution.
7. Remedies
The Receiving Party acknowledges that breach will cause irreparable harm, that Zelta is entitled to injunctive relief and damages, and that legal costs shall be recoverable.
8. Governing Law
This Agreement is governed by the laws of the Province of British Columbia, Canada.
9. Entire Agreement
This document constitutes the entire agreement and supersedes all prior communications relating to the disclosed subject matter.