SkyCarbon Blueprint: Mutual Nondisclosure and Limited-Use Agreement

Review draft | Prepared October 25, 2026 | Version 1.0

This is a proposed agreement for external exploratory discussions, not a signed instrument or a legal opinion. Complete the bracketed fields, confirm the Foundation's legal identity and authority over the information, and obtain Colorado counsel's review before execution. Worker appointments and cross-border discussions require the additional checks in the accompanying use guide.

Parties and effective date

This Mutual Nondisclosure and Limited-Use Agreement (“Agreement”) is between:

The Climate Deadline Foundation, a Colorado nonprofit corporation, Colorado Entity ID 20251905691 (“Foundation”), with notice address 1001 Bannock St. #629, Denver, CO 80204, and notice email info@k4gov.com; and
___________________________________________________________________________________________________

[Other party's complete legal name], [entity type and jurisdiction of formation, or “an individual”] (“Counterparty”), with notice address [address] and notice email [email].
 

Each is a “Party”; together they are the “Parties.” The “Effective Date” is the date of the last signature below, unless both Parties expressly specify another date here: [optional agreed Effective Date, or leave blank].

In exchange for the mutual promises below and the opportunity to evaluate a potential relationship, the Parties agree as follows.
 

Evaluation purpose

The permitted purpose (“Purpose”) is to evaluate and discuss a potential research, technical, funding, advisory or commercial collaboration concerning the SkyCarbon Blueprint: a proposed integration of AI hyperscale data centers, dedicated clean power, Direct Atmospheric Carbon Removal (“DACR”), recovered-CO₂ products and manufacturing, skilled jobs, and associated carbon storage and verification.
 

Specific discussion or project, if applicable:

__________________________________________________________________________________________________
[describe the counterpart, site, technical question or proposed collaboration; otherwise write “Initial SkyCarbon collaboration evaluation”].
 

The Purpose permits internal technical and commercial evaluation and nonpublic discussion between the Parties. It does not authorize implementation, manufacture, deployment, commercialization, licensing, fundraising using the other Party's name, public dissemination, or submission of the other Party's Confidential Information to a grantmaker or another outside organization. Those activities require separate written authorization.
 

Confidential information

A Party disclosing information is the “Disclosing Party”; a Party receiving it is the “Receiving Party.” “Confidential Information” means nonpublic information disclosed by or on behalf of a Disclosing Party for the Purpose during the disclosure period, in any medium, that:

• is marked or identified as confidential or proprietary; or

• should reasonably be understood to be confidential from its nature and the circumstances of disclosure.

Subject to the exclusions below, it may include unpublished engineering designs, process integration, energy and heat balances, cooling or water assumptions, simulations, software, research findings, test results, cost models, financing structures, manufacturing or offtake plans, proposed sites, nonpublic partner or funder information, grant drafts, and negotiating positions. The fact, status and nonpublic terms of discussions are also confidential where identified as such or reasonably understood to be confidential.
 

Notes, analyses, recordings and summaries are protected only to the extent they contain or reveal Confidential Information. Identifying a category here does not automatically make every item within that category confidential.
 

For oral, visual or demonstration disclosures, the Disclosing Party should identify confidentiality at the time and provide a reasonably specific written summary within 30 days. Failure to provide that summary does not remove protection from information that the Receiving Party reasonably understood to be confidential when received.

Information disclosed before the Effective Date is covered only if specifically identified in the optional prior-disclosure schedule and expressly accepted by both Parties. Such acceptance creates obligations from the Effective Date forward; it does not retroactively make earlier conduct a breach of this Agreement.

Exclusions and public materials

Confidential Information does not include information the Receiving Party can reasonably substantiate:

• was publicly available when disclosed, or later becomes publicly available through no breach of this Agreement or another duty owed to the Disclosing Party;

• was lawfully known to the Receiving Party without a confidentiality restriction before disclosure;

• is lawfully received from a third party without a duty of confidentiality and without knowledge that the disclosure violates another duty;

• is independently developed without use of or reference to the Disclosing Party's Confidential Information; or

• is released for the relevant use or disclosure by the Disclosing Party's written authorization.
   

The Receiving Party may substantiate an exclusion with contemporaneous records or other reliable evidence. A nonpublic combination of public elements may qualify for protection only if that combination itself meets the definition of Confidential Information and is not publicly known or readily ascertainable.

The Foundation's publicly available website content, published papers, public diagrams, public presentations and other authorized public disclosures are not made confidential merely by this Agreement or a later “confidential” label. A separately disclosed, nonpublic addition or underlying detail may qualify for protection even when related to public material.

Nothing in this Agreement withdraws an existing public license, transfers public-domain information into private ownership, or creates exclusive rights in publicly disclosed concepts. Existing intellectual-property rights and license terms remain unaffected.
 

Protection and permitted recipients

The Receiving Party shall:

• use Confidential Information solely for the Purpose;

• protect it with at least reasonable care and no less care than it uses for its own similarly sensitive information;

• limit access to people who need it for the Purpose;

• copy it only as reasonably necessary for the Purpose, retaining confidentiality and ownership notices; and

• not disclose it except as expressly permitted below.
   

Permitted “Representatives”
The Receiving Party's personnel, directors, officers, professional advisers and individual contractors who need access for the Purpose and are bound by confidentiality and limited-use duties at least as protective as this Agreement, or by applicable professional duties providing equivalent protection. Controlled affiliates and their personnel may receive access on those same conditions; “controlled” means directly or indirectly controlled through majority voting ownership or equivalent management authority.
 

Investors, prospective funders, grant reviewers, industry partners, consortium members and subcontracting organizations are not permitted recipients merely because they may be relevant to a future project. Disclosure to them requires the Disclosing Party's prior written authorization and appropriate confidentiality arrangements.

The Receiving Party is responsible for its Representatives' acts and omissions concerning Confidential Information as if they were its own. An affiliate is not itself a Party unless it separately signs or joins the Agreement, and no parent, subsidiary or other corporate entity is automatically bound as a Party.

Ordinary secure hosting, storage and communications providers may process information only as necessary to provide those services under enforceable confidentiality and security terms, without an independent right to use it.

AI systems, recording and technical examination

Without the Disclosing Party's prior written consent, the Receiving Party shall not submit Confidential Information to a public or consumer generative-AI service, an AI service allowed to train on or independently reuse inputs or outputs, or an external meeting-recording or transcription service. Enterprise AI processing is permitted only with prior written approval identifying the service and its permitted use, retention, access and training restrictions.
 

Neither Party shall record a confidential meeting without the other Party's prior consent. Approved recordings, transcripts, prompts and outputs remain subject to this Agreement to the extent they contain or reveal

Confidential Information

The Receiving Party shall not reverse engineer, disassemble, decompile, destructively test or analyze a nonpublic sample, prototype or software supplied under this Agreement beyond the examination expressly authorized in writing for the Purpose, except to the extent a prohibition is unenforceable under applicable law. This does not restrict lawful examination of independently obtained public products.
 

Independent work, ownership and reserved rights

Each Party retains its pre-existing intellectual property and all rights in information it owns or is authorized to disclose. This Agreement grants only the limited right to use Confidential Information for the Purpose; it grants no other patent, copyright, trade-secret, trademark or commercialization license, whether express or implied.

Neither Party may use the other's Confidential Information to implement a project outside the Purpose or to prepare or support an intellectual-property filing without separate written authorization. This restriction does not prohibit filings based on independently developed information or other information outside the definition of

Confidential Information.

There is no “residuals” license allowing use or disclosure of protected information merely because it is remembered without consulting a document. At the same time, this Agreement does not restrict a person's general training, knowledge, skill or experience, lawful independent development, use of public information, legally protected conduct, or lawful employment or work for others.
 

Neither Party is required to disclose information, provide feedback, assign inventions, grant rights in improvements, or accept a joint-development arrangement. Ownership, publication, compensation, attribution, inventorship and commercialization of future joint work must be addressed in a separate signed agreement before that work begins.
 

No noncompetition, nonsolicitation, exclusivity, noncircumvention, commission, referral fee or partnership obligation is created by this Agreement. Neither Party is prohibited from pursuing similar work or dealing with others without misuse of Confidential Information.

Required disclosures and protected conduct

If disclosure is required by applicable law, a valid court order, subpoena or lawful governmental demand, the Receiving Party may disclose the required information. To the extent legally permitted, it shall promptly notify the Disclosing Party before disclosure, reasonably cooperate at the Disclosing Party's expense with efforts to obtain protection, and disclose only what is legally required.
 

Nothing prohibits reporting suspected unlawful conduct to a government agency, cooperating with a lawful investigation, communicating with legal counsel, or exercising a legally protected right. No prior consent or notice to the other Party is required for such protected conduct. This paragraph controls over any inconsistent restriction in this Agreement.
 

Federal trade-secret immunity notice: Under 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under federal or state trade-secret law for disclosing a trade secret in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected violation of law; or for a disclosure in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual bringing an employer-retaliation lawsuit for reporting suspected unlawful conduct may disclose the trade secret to the individual's attorney and use it in the proceeding if documents containing it are filed under seal and the information is not otherwise disclosed except by court order. These protections do not authorize unlawful acquisition of information. The statute's employee definition includes individual contractors and consultants. (18 U.S.C. § 1833(b), official statutory text)

Security incidents

On discovering unauthorized access, use or disclosure involving Confidential Information, the Receiving Party shall notify the Disclosing Party without undue delay and no later than two business days after discovery. Notice shall describe the information and circumstances then known; investigation need not be complete before notice.
 

The Receiving Party shall promptly take reasonable steps to contain the incident, preserve relevant evidence, prevent recurrence and cooperate with proportionate remediation. Neither Party may make admissions or commitments in the other's name, and any legally required notifications remain the responsibility of the Party on which the law places them.
 

Disclosure period, termination and survival

The disclosure period begins on the Effective Date and lasts three years unless either Party ends it earlier by written notice. Termination takes effect when notice is received and does not affect duties concerning information already disclosed.
 

Confidentiality and limited-use duties continue for five years after each covered disclosure. For information qualifying as a trade secret under applicable law, those duties continue for as long as it qualifies as a trade secret, except that the Receiving Party cannot rely on a loss of secrecy caused by its own or its Representatives' breach.
 

Termination or expiration does not grant a license or ownership right. The provisions concerning ownership, public materials, protected conduct, retained copies, remedies and dispute resolution continue to apply as needed to give effect to their terms and accrued rights; this does not extend ordinary confidentiality beyond the stated five-year period.
 

Return or deletion

On written request or termination of discussions, the Receiving Party shall, within 30 days, return or securely delete Confidential Information and reasonably accessible copies, including protected working notes and authorized AI or transcription copies within its control. On request, an authorized representative shall confirm completion in writing.
 

The Receiving Party may retain one restricted archival copy for legal or compliance purposes and copies required by law, litigation hold or binding professional obligations. Routine disaster-recovery backups need not be individually purged if they are not available for ordinary business use and are deleted under the ordinary retention cycle.
 

Retained information remains subject to the applicable confidentiality and limited-use periods and may be accessed only for the retention purpose, lawful process or disaster recovery. Restoration from backup does not authorize renewed use for the Purpose after termination. This Agreement does not require disclosure or destruction of the Receiving Party's privileged legal advice.
 

No commitment, endorsement or performance warranty

Information is provided for evaluation without a warranty of technical feasibility, accuracy, completeness, commercial success or fitness for a particular use. Each Party will disclose only information it owns or is authorized to disclose, and neither Party shall knowingly misrepresent its authority over the information.

Neither Party is required to fund, sponsor, purchase, invest, grant access, award a fellowship, employ anyone, or enter a further agreement. This Agreement creates no agency, board membership, joint venture or authority to bind the other Party.
 

Neither Party may use the other's name, logo or alleged participation to imply endorsement or announce the relationship without written permission. This does not restrict legally protected disclosures, disclosures required by law, permitted disclosures to Representatives, or an independently authorized accurate statement of an existing public relationship. No publicity restriction may be used to suppress protected reporting or lawful criticism.
 

Remedies and dispute resolution

Unauthorized use or disclosure may cause harm not adequately addressed by money alone. A Party may seek appropriate injunctive or other equitable relief, subject to applicable legal standards and court discretion; no automatic injunction, bond waiver, fixed penalty or predetermined damages award is created.
 

The Agreement creates no contractual indemnity or automatic attorney-fee award and sets no contractual liability cap. Remedies, recoverable damages, costs and fees are determined under applicable law. Each Party should consider the resulting exposure before signing.
 

Colorado law governs, without its conflict-of-laws rules, except to the extent mandatory law requires otherwise. Subject to mandatory law, disputes shall be brought in the state courts in the City and County of Denver, Colorado, or the United States District Court for the District of Colorado where federal jurisdiction exists, and each Party consents to personal jurisdiction there.
 

A Party may seek urgent protective relief in another court with jurisdiction when reasonably necessary to protect information or enforce a judgment, without changing the agreed forum for the underlying merits to the extent legally permitted.
 

Notices and general terms

Notices shall be sent to the email addresses in the Parties section, with a copy to the listed postal address for a formal claim or termination. An email notice is received when the recipient acknowledges it or a reliable delivery record confirms delivery; a failed or bounced email is ineffective. Notice details may be updated by written notice.
 

Neither Party may assign this Agreement without the other's written consent. Consent shall not be unreasonably withheld for a bona fide merger or transfer of substantially all assets to which the discussions relate, provided the successor assumes the obligations in writing and the transfer does not materially reduce protection of the other Party's information.
 

This Agreement is the entire agreement concerning the covered disclosures and supersedes prior discussions on that subject, but does not terminate an existing signed confidentiality agreement unless the Parties expressly identify and replace it in writing. Where both agreements apply, neither authorizes conduct the other prohibits unless the Parties expressly agree otherwise.
 

Amendments and waivers require a writing accepted by authorized representatives of both Parties. Written permissions expressly contemplated by this Agreement may be given by an authorized representative through email. A failure to enforce a provision is not a waiver.
 

An unenforceable provision shall be severed to the extent permitted by law without expanding any restriction or requiring a court to rewrite an unlawful covenant. Mandatory legal protections control.

The Parties may sign in counterparts, electronically or by exchanging signed copies. A person signing for an organization represents that the person has authority to bind that organization.

Signatures

The Climate Deadline Foundation

Authorized signature:

Printed name: Christian R. Komor

Title or authorized capacity: [confirm exact authorized capacity]

Date:

Counterparty

Complete legal name: [same legal name as in Parties section]

Authorized signature:

Printed name: _

Title or capacity, or “individual”: _

Date:

Optional prior-disclosure schedule

Leave this schedule unused if no earlier disclosures are being covered. Do not backdate signatures or use a general entry such as “everything previously discussed.”

Earlier disclosure date

Disclosing Party

Specific document, version or discussion and protected nonpublic subject matter

[date]

[Party]

[specific identification]

[date]

[Party]

[specific identification]

Foundation acceptance of completed schedule: Date:

Counterparty acceptance of completed schedule: _ Date:

Only specifically listed information satisfying the Agreement's definition and exclusions is covered. The
schedule does not make previously public information confidential.