This Investor Data Room Confidentiality Agreement (the “Agreement”) is between Alchemy Crypto, Inc. (the “Company”) and the individual accessing this data room, together with any organization that individual is authorized to represent (collectively, the “Recipient”). It becomes effective when Recipient checks the NDA acknowledgment and selects Open data room.
1. Evaluation purpose
Recipient may use Confidential Information solely to evaluate a possible investment, financing, commercial relationship, or other transaction with the Company (the “Purpose”). Access does not authorize any other use.
2. Confidential Information
“Confidential Information” includes all non-public material made available through the data room or related diligence communications, including financial, product, customer, market, technical, security, software, hardware, intellectual-property, legal, personnel, strategy, and transaction information; the existence and status of discussions; and notes, analyses, copies, or extracts derived from that material.
Confidential Information excludes information Recipient can document: (a) was lawfully known without confidentiality duty before disclosure; (b) became public through no breach by Recipient or its representatives; (c) was received lawfully from a third party without confidentiality duty; or (d) was developed independently without use of Confidential Information.
3. Recipient obligations
Recipient will:
- protect Confidential Information with at least reasonable care;
- use it only for the Purpose and not for competitive, trading, or personal advantage;
- disclose it only to representatives who need it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement;
- not publish, forward, resell, scrape, or redistribute data-room materials;
- not reverse engineer source code, software, hardware, security controls, or technical artifacts except with the Company’s prior written permission; and
- promptly notify the Company of any suspected loss, unauthorized use, or disclosure.
4. Required disclosure
If law, regulation, subpoena, or court order requires disclosure, Recipient will—where legally permitted—give prompt notice to the Company, reasonably assist efforts to obtain protective treatment, and disclose only the portion legally required.
5. Access monitoring and records
Recipient understands that the Company logs submitted access attempts, including timestamp, IP address, browser identifier, result, and the NDA version acknowledged, for security, authorization, and agreement-administration purposes. Recipient will not attempt to bypass authentication, access controls, monitoring, download restrictions, or document protections.
6. Ownership; no license or assurance
Confidential Information remains the property of the Company or its licensors. No patent, copyright, trademark, trade-secret, or other license is granted except the limited right to review material for the Purpose. Information is provided for evaluation, may include forward-looking or management-prepared content, and is not a representation, warranty, offer, or investment, legal, tax, or accounting advice.
7. Return and deletion
Upon request, Recipient will stop using and delete or return Confidential Information and its copies, except for one archival copy retained only where required by law or an established compliance policy and kept subject to this Agreement.
8. Term and remedies
These confidentiality and use obligations continue for three years from acceptance; trade secrets remain protected for as long as applicable law recognizes them as trade secrets. Recipient acknowledges that unauthorized use or disclosure may cause harm for which monetary damages may be inadequate and that the Company may seek lawful equitable relief in addition to other available remedies.
9. No transaction obligation; entire understanding
Neither party is obligated to proceed with a transaction. This Agreement and any applicable separately signed NDA state the confidentiality understanding for data-room access. Changes must be in writing by authorized representatives. If any provision is unenforceable, the remaining provisions continue to the fullest extent allowed by law.