Confidentiality / Non-Disclosure Agreement

(For AI-Focused Healthcare Delivery, Robotics, and Cognitive Diagnostic Systems)

This Confidentiality / Non-Disclosure Agreement ("Agreement") is made between DOCTOR AI, LLC ("Discloser") and the user or entity accessing the confidential materials ("Recipient").

1. Definition of Confidential Information

Confidential Information includes all non-public information disclosed by Discloser, whether oral, written, electronic, or observed through demonstrations or system access, including but not limited to:

1.1 Cognitive AI & Diagnostic Systems

• Structured symptom-disease tables
• Intersection-mapping algorithms
• Prevalence-weighted ranking formulas
• Diagnostic-probability computation methods
• Database schema, copyrighted logic, and software code

1.2 Robotics & Automation

• ClinicalAssist™ robotic patient-care assistant
• Fall-Alert™ real-time bed-exit and movement detection logic
• Computer-vision models, sensor fusion algorithms, and movement-analysis pipelines
• Telemedicine remote-control systems and communication protocols

1.3 Software, Firmware & Hardware

• Source code, firmware, hardware schematics
• Server architecture and security frameworks
• EMR automation modules and telemedicine workflow automation

1.4 Machine Learning & Training Data

• Proprietary training datasets
• Embeddings, model parameters, prompt engineering logic
• Autonomous control algorithms for patient-interaction robotics

1.5 Business, Financial & Operational

• Business plans, pricing, investor information
• Internal communications
• Customer lists, clinical data, testing results

1.6 Patent-Protected & Patent-Pending Material

Including technologies covered by:

• U.S. Patent No. 11,972,865
• U.S. Patent No. 9,536,051
• Continuations, PCT filings, software copyright deposits, and confidential trade secrets

2. Recipient's Obligations

Recipient agrees to:

• Hold all Confidential Information in strict confidence and protect it using the same care used for its own confidential materials.
• Not disclose Confidential Information to any third party without written authorization.
• Not reverse engineer, copy, analyze, decompile, or attempt to replicate any software, schema, robotics firmware, diagnostic logic, AI models, or system architecture.
• Not train AI models using Confidential Information.
• Not develop competing AI/robotic products using Confidential Information.
• Use the information solely for evaluating a business relationship or investment opportunity.
• Upon request, return or destroy all Confidential Information, including AI models, backups, emails, cloud copies, or notes.

3. No Rights Granted

This Agreement does not confer any rights, licenses, ownership, or intellectual-property interests on the Recipient.

Recipient gains no rights to algorithms, robotics, datasets, software, diagnostic systems, or patents.

4. Permitted Use

Recipient may use Confidential Information only to:

• Evaluate potential investment
• Evaluate or propose services for Discloser
• Explore possible business or research collaborations

Any operational use requires a separate written agreement.

5. Exclusions

Confidential Information does not include information that:

• Is publicly known without Recipient's involvement
• Was lawfully obtained from a third party without NDA breach
• Is independently developed without using Discloser's information
• Must be disclosed pursuant to law after giving Discloser at least 14 days' notice

6. Injunctive Relief

7. Term & Survival

This NDA:

• Begins upon access to Confidential Information
• Continues indefinitely for trade secrets
• Continues for at least 10 years for all other confidential information

8. Governing Law & Venue

This Agreement is governed by the laws of Mississippi, USA, and all disputes must be resolved exclusively in Mississippi state or federal courts.

9. Attorney's Fees & Costs

If Discloser prevails in an enforcement action, Recipient must pay all attorney's fees, expert fees, litigation expenses, and court costs.

10. No Waiver, Severability, Successors

• Failure to enforce is not a waiver
• Invalid clauses are modified minimally
• Binding on successors and assigns

11. Electronic Signature