Ein standardmäßiges gegenseitiges NDA. In Minuten unterzeichnet.

This Agreement is entered into as of the date of electronic signature below (the "Effective Date") by and between wait, what. LLC, a Wyoming limited liability company operating its advisory practice from Zürich, Switzerland ("wait, what."), and [your name], [your company], of [your address] ("Counterparty") (each a "Party" and together the "Parties").

The Parties wish to explore a potential business relationship (the "Purpose") and, in connection with the Purpose, may disclose to each other certain confidential and proprietary information.

"Confidential Information" means any non-public information disclosed by either Party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, before or after the Effective Date, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure — including business plans, financial information, mandate and transaction structures, technical data, and the fact and substance of the Parties' discussions.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (a) use Confidential Information solely for the Purpose; (b) protect it with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care; and (c) not disclose it to any third party except as permitted under Clause 5.

The Receiving Party may disclose Confidential Information to its employees, officers, directors, professional advisors, and affiliates who have a need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party remains responsible for any breach by such recipients.

The Receiving Party shall not input, upload, or otherwise submit Confidential Information into any artificial intelligence or machine-learning system, tool, or service for the purpose of training or fine-tuning any model, or in any manner that would allow the operator of such system to retain, learn from, or reproduce that Confidential Information beyond the Receiving Party's own permitted use. Ordinary use of general-purpose productivity tools with built-in AI features (e.g., word processors, email, calendaring) for the Receiving Party's own permitted internal use under this Agreement is not itself a breach of this Clause, provided no Confidential Information is used to train or fine-tune the underlying models and the tool's own data-processing terms do not permit such training. This Agreement’s confidentiality obligations extend to any summary, analysis, or other output generated by or with the assistance of an AI tool to the extent it is derived from or reflects Confidential Information.

For three (3) years from the Effective Date, neither Party shall use Confidential Information to circumvent the other Party in any transaction, relationship, or opportunity directly arising from the disclosures made under this Agreement, without that Party's prior written consent.

Nothing in this Agreement grants either Party any license or other right in the other's Confidential Information beyond the limited use permitted for the Purpose. Nothing in this Agreement obligates either Party to proceed with any transaction or relationship.

Confidential Information is provided "as is." Neither Party makes any representation or warranty as to the accuracy or completeness of its Confidential Information, except as separately and expressly agreed in writing.

This Agreement does not restrict either Party's personnel from using general knowledge, skills, and experience retained in unaided memory (without reference to or reproduction of the Disclosing Party's documents or materials) that arise from exposure to the Confidential Information — provided this Clause does not grant any right to disclose Confidential Information itself or to use it as the basis for a patent, trade-secret, or similar claim.

Upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, save for one archival copy retained solely to demonstrate compliance with this Agreement or as required by law or bona fide internal record-keeping policy, which remains subject to this Agreement for as long as retained.

Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive or other equitable relief, without the need to post bond, in addition to any other remedy available at law.

This Agreement remains in effect for three (3) years from the Effective Date. The confidentiality obligations in this Agreement survive for three (3) years from the date of the relevant disclosure, except that, for any Confidential Information that constitutes a trade secret under applicable law, the confidentiality obligations survive for as long as that information retains trade-secret status.

This Clause is included because wait, what. LLC is organized under the laws of a U.S. state; it does not alter the choice of Swiss law in Clause 16. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of the assigning Party's relevant business.

This Agreement is governed by the substantive laws of Switzerland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of Zürich, Switzerland have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

Any notice under this Agreement may be given by email to the address used by each Party in connection with this Agreement and is deemed received when sent, provided no delivery-failure notice is received by the sender.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision is deemed modified to the minimum extent necessary to make it valid and enforceable.

This Agreement contains no statutory written-form requirement under Swiss law. The Parties agree, pursuant to their contractual freedom under Article 16 of the Swiss Code of Obligations, that the Counterparty's electronic signature captured through wait-what.co's signature process — together with the associated timestamp and IP address recorded at signing — constitutes a valid and binding signature for the Counterparty's purposes under this Agreement, equivalent to a handwritten signature. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions on that subject. This Agreement may only be amended in writing signed (including electronically, as above) by both Parties.

wait, what.'s countersignature under this Agreement is provisional for two (2) business days following the Effective Date. If wait, what. notifies the Counterparty by email within that period that it does not accept this Agreement, the Agreement is void from the outset and neither Party has any obligation under it. If no such notice is given, the Agreement is final and binding as of the Effective Date.