OrganizationOS — Formal Specification Audit

This Non-Disclosure Agreement (“Agreement”) is entered into between:

and

The disclosure of information under this Agreement is solely for the purpose of:

Evaluating the formal specifications, system architecture, and verification artifacts of OrganizationOS (the “Purpose”).

The Receiving Party shall not use the Confidential Information for any other purpose.

“Confidential Information” includes, but is not limited to:

• Formal specifications (including Alloy, TLA+, Lean 4 artifacts)
• System architecture, control path definitions, and execution models
• Mathematical models, axioms, and theorems
• Verification logic and proofs
• Implementation concepts and system design principles
• All digital artifacts, source files, model files, proof scripts, and any machine-readable representations of the above
• Any derived knowledge, insights, abstractions, or conclusions

The Receiving Party agrees to:

• Treat all Confidential Information as strictly confidential
• Use Confidential Information exclusively for the Purpose
• Not disclose Confidential Information to any third party
• Restrict access to employees or advisors on a strict need-to-know basis
• Implement appropriate technical and organizational safeguards

The Receiving Party explicitly agrees:

• Not to use the Confidential Information to develop, design, or implement competing systems
• Not to replicate, reproduce, or reconstruct any part of OrganizationOS
• Not to derive alternative systems, architectures, or models based on the disclosed concepts

This restriction applies to: direct use, indirect use, conceptual derivation, reconstructed or abstracted knowledge.

Any attempt to reproduce the system or its principles, in whole or in part, is strictly prohibited.

All Confidential Information remains the exclusive property of the Disclosing Party. No rights, licenses, or ownership interests are granted or implied under this Agreement.

In the event of a breach of this Agreement, the Receiving Party shall pay a contractual penalty (Vertragsstrafe) as follows:

EUR 100,000 per individual act of breach (pro Verletzungshandlung).

Multiple disclosures to different recipients constitute separate and independent acts of breach, each triggering the full penalty amount.

The Disclosing Party reserves the right to:

• Determine the penalty amount at its reasonable discretion (billiges Ermessen), subject to judicial review
• Set the penalty significantly higher depending on the severity, duration, and commercial impact of the breach
• Claim additional damages exceeding the contractual penalty

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm for which monetary compensation is insufficient. The Disclosing Party is entitled to seek:

• Injunctive relief (einstweilige Verfügung)
• Immediate cessation of unauthorized use
• Any other equitable remedies available under applicable law

The Receiving Party shall notify the Disclosing Party without undue delay — and in any event within 48 hours — upon becoming aware of:

• Any unauthorized access to Confidential Information
• Any actual or suspected disclosure of Confidential Information to a third party
• Any loss, theft, or compromise of materials containing Confidential Information

Notification shall be made in writing to: info@optimagen.ai

This Agreement enters into force upon signature.

• Confidentiality obligations (Sections 3 and 4): 10 years from date of signature
• Non-Reconstruction obligations (Section 5): unlimited duration

Upon request by the Disclosing Party, or upon termination of the Purpose, the Receiving Party shall — within 14 days:

• Return all Confidential Information in its original form
• Or permanently and verifiably delete all materials

This obligation extends to all copies, extracts, derivatives, notes, and digital artifacts in any format or storage medium.

This Agreement shall be governed exclusively by the laws of the Federal Republic of Germany, excluding conflict of law provisions.

Place of jurisdiction: Düsseldorf, Germany.

For Receiving Parties domiciled outside Germany, the Disclosing Party additionally reserves the right to seek injunctive relief in the courts of the Receiving Party’s domicile.

• No amendments to this Agreement are valid unless made in writing and signed by both Parties
• If any provision is found to be invalid or unenforceable, the remaining provisions remain in full force and effect
• This Agreement constitutes the entire understanding between the Parties with respect to its subject matter
• This Agreement may be executed in counterparts, including electronic signatures

This Agreement is specifically designed for:

• Audit-level access to formally verified system specifications
• Protection of mathematically defined system architectures
• Prevention of direct, indirect, and conceptual reconstruction

The Receiving Party acknowledges that:

• The value of the disclosed information lies not only in its content, but in its structure, logic, and formal coherence
• The Alloy, TLA+, and Lean 4 specifications constitute original intellectual property with independent technical and commercial value
• Any attempt to replicate the functional, structural, or formal characteristics of OrganizationOS constitutes a breach of this Agreement