Parties and direction
TROOPIR LLC, a Texas limited liability company, is the Disclosing Party. You, the signing partner, are the Receiving Party. This agreement runs one way: TROOPIR discloses, you receive.
Mutual confidence, one direction
This agreement covers what TROOPIR shares with you privately: unpublished results, reports and research files, and anything about the engine. Published drops are outside it and stay free to test. Read it once; your passkey records your acceptance.
Purpose
You receive this material for one reason only: to evaluate TROOPIR results and research for a possible collaboration, license or engagement. Any use outside that purpose is unauthorised.
What is confidential
Everything TROOPIR gives you: results, reports, sequences, scores, structures, methods, engine behaviour, the existence and workings of the engine, pricing, and anything marked confidential or that a reasonable person would treat as confidential.
What is not
Information already public through no act of yours; information you already held with proof; information you develop independently without using anything TROOPIR gave you; information lawfully received from a third party free to share it.
Your obligations
Do not disclose the material to anyone outside this agreement. Do not use it except for the Purpose. Protect it with at least the care you give your own confidential information, and never less than reasonable care.
Who may see it
Only your people with a genuine need to know, each bound by terms no weaker than these. You are responsible for their compliance as if their acts were yours.
No licence, no transfer
Nothing here grants you any ownership, licence or right in TROOPIR intellectual property. Disclosure is not a transfer. Patents, patent applications, trade secrets and copyrights stay with TROOPIR.
No reverse engineering
You will not reverse engineer, decompile, reconstruct or attempt to derive the TROOPIR engine, its models or its methods from any output you receive.
No derivatives, no training
You will not create derivative works from private material, and you will not use it to train or fine-tune any model. Testing and benchmarking a result against your own methods is expected; publishing that comparison is welcome once the result is public.
No residuals
Private material is not for use from memory once this engagement ends; there is no residuals right. This does not reach anything TROOPIR has published, which you may use freely.
Compelled disclosure
If law or a court compels disclosure, you may comply, provided you give TROOPIR prompt written notice beforehand where lawful, disclose only what is required, and seek confidential treatment.
Term and survival
This agreement runs for three years from the date of acceptance. Confidentiality obligations survive its end: five years for confidential information, and for as long as the information remains a trade secret under applicable law.
Return or destruction
On written request you will return or destroy all material and copies, and confirm in writing that you have done so. Obligations here continue after return.
No obligation, no warranty
Neither party is obliged to proceed to any transaction. Material is provided as is, without warranty of accuracy or completeness.
Remedies
Money damages alone cannot remedy a breach. TROOPIR may seek injunctive relief without posting bond, in addition to any other remedy available.
Governing law
Texas law governs this agreement, without regard to conflict of laws rules. Venue lies in the state and federal courts serving Texas.
Assignment and whole agreement
You may not assign this agreement without written consent. It is the entire agreement on this subject. If any part is unenforceable, the rest stands.