Mutual Evaluation Agreement.

This Mutual Evaluation and Confidentiality Agreement (the “Agreement”) is entered into between KYE Protocol™ Ltd, a company incorporated in England and Wales (“KYE™”), and the organisation the accepting individual represents, as identified in the accompanying application (the “Counterparty”) — each a “Party” and together the “Parties”. It takes effect at the moment the accepting individual’s affirmative acceptance is recorded in a KYE™ intake flow (the “Effective Date”), as described in clause 7. By ticking the acceptance box, the accepting individual confirms they have authority to bind the Counterparty to this Agreement.

1. Purpose

The Parties wish to evaluate a potential technical and/or commercial relationship concerning the integration or use of KYE™’s authority-and-evidence layer with the Counterparty’s platform, workflows, or a proof-of-concept, pilot, partner, trainer, or auditor engagement, as identified in the accompanying application (the “Purpose”). This Agreement governs the exchange of Confidential Information in connection with the Purpose, including any joint technical demonstrations, side-by-side evaluations, or proof-of-concept work.

2. Confidential Information

“Confidential Information” means all non-public information disclosed by or on behalf of one Party (the “Discloser”) to the other (the “Recipient”) in connection with the Purpose, whether before or after the Effective Date, in any form, including: technical architecture, designs, schemas, specifications, source code, evaluation artefacts, demonstration outputs, product roadmaps, pricing, commercial terms, and the existence and status of the Parties’ discussions.

3. Exclusions

Confidential Information does not include information which: (a) is or becomes public other than through breach of this Agreement; (b) was lawfully known to the Recipient without confidentiality obligation before disclosure; (c) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by contemporaneous written records; or (d) is lawfully received from a third party without restriction.

4. Obligations

The Recipient shall: (a) use Confidential Information solely for the Purpose; (b) protect it with at least the care it applies to its own confidential information, and never less than reasonable care; (c) restrict disclosure to personnel and professional advisers who need it for the Purpose and are bound by confidentiality obligations no less protective than this Agreement; and (d) notify the Discloser promptly on becoming aware of any unauthorised use or disclosure.

5. No competing use

The Recipient shall not use the Discloser’s Confidential Information to design, develop, improve, or assist any product, service, or intellectual-property filing that competes with the Discloser’s disclosed technology, and shall not disclose the other Party’s Confidential Information to any third party engaged in developing or evaluating competing technology — including any other technology partner of the Recipient — without the Discloser’s prior written consent. For clarity: each Party may continue to develop its own technology independently; this clause restricts the USE of the other Party’s Confidential Information, not general competition.

6. No licence, no obligation to proceed

No licence, assignment, or other right to either Party’s intellectual property is granted by this Agreement or by any disclosure under it, except the limited right to use Confidential Information for the Purpose. Neither Party is obliged to proceed to any further agreement, and either Party may end the evaluation at any time.

7. Compulsory acceptance in intake flows

Where the Purpose is initiated through a KYE™ intake surface (a pilot, proof-of-concept, partner, trainer, auditor, or technical-evaluation application), acceptance of this Agreement is recorded as a required, affirmative acceptance in the intake flow and evidenced by a signed consent record pinned to the version and version hash of this Agreement in force at acceptance (shown at the top of this page). The recorded acceptance identifies the accepting individual’s representation of authority to bind the Counterparty.

8. Term and survival

This Agreement takes effect on the Effective Date and continues for two (2) years, unless superseded by a definitive agreement covering the same subject matter. Obligations of confidentiality survive for five (5) years from the date of last disclosure; obligations in respect of trade secrets survive for as long as the information remains a trade secret.

9. Compelled disclosure

If the Recipient is required by law, regulation, or court order to disclose Confidential Information, it shall (where lawful) give the Discloser prompt written notice and reasonable cooperation to contest or limit the disclosure, and shall disclose only the minimum required.

10. Return and destruction

On the Discloser’s written request, or on termination of the evaluation, the Recipient shall return or destroy all Confidential Information and certify destruction in writing, save for (a) copies required by law or bona fide document-retention policy and (b) automatically generated backup archives, which in each case remain subject to this Agreement.

11. No warranty

Confidential Information is provided “as is”. The Discloser makes no warranty as to its accuracy or completeness, and accepts no liability for the Recipient’s use of it, except as may be set out in a definitive agreement.

12. Remedies

Each Party acknowledges that breach of this Agreement may cause irreparable harm for which damages are an inadequate remedy, and that the Discloser is entitled to seek injunctive relief in addition to any other remedy.

13. General

This Agreement: (a) is the entire agreement between the Parties concerning confidentiality for the Purpose and supersedes prior discussions on that subject; (b) may be amended only in writing agreed by both Parties, or as set out in clause 15 for new acceptances; (c) may not be assigned without the other Party’s written consent; (d) is concluded electronically through the recorded acceptance described in clause 7. If any provision is held unenforceable, the remainder continues in force. This Agreement should be read together with the Terms of Service, the Privacy Policy and, where data processing is in scope, the Data Processing Addendum.

14. Governing law and jurisdiction

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with it, except that either Party may seek injunctive relief in any court of competent jurisdiction.

15. Changes and versioning

Material changes to this Agreement bump the policy version identifier and version hash shown at the top of this page. Each recorded acceptance is pinned to the version and hash in force at the moment of acceptance, so an acceptance always refers to the exact text the accepting individual saw; a later version change never retroactively alters an existing recorded acceptance. Questions: info@kyeprotocol.com.