Briefing Confidentiality Agreement
This agreement is between NeoGenesis Capital Management, LLC, a Delaware limited liability company, together with its affiliates (“NeoGenesis”), and the individual registering below (“you”). It becomes effective when you complete your registration.
1. Purpose
You are registering to attend a private, invitation-only briefing regarding NeoGenesis Capital and companies within its ecosystem, for the purpose of evaluating a potential investment or business relationship (the “Purpose”).
2. Confidential Information
All information disclosed during or in connection with the briefing is confidential, in any form — spoken, written, visual, or electronic — whether or not identified as confidential at the time. This includes: the identities of portfolio companies, founders, advisors, partners, and investors; technical, scientific, product, operational, strategic, and financial information; any information concerning stealth-stage companies, government or Department of Defense programs, national security technologies, export-controlled technical data, or Controlled Unclassified Information; any materials distributed before, during, or after the session; the existence and contents of this briefing and of any discussions arising from it; and any information that a person exercising reasonable business judgment would understand to be confidential given its nature or the circumstances of its disclosure.
3. Your obligations
You will hold all Confidential Information in strict confidence and will not, directly or indirectly:
(a) Recording and capture. Record, transcribe, photograph, screenshot, screen-capture, or otherwise reproduce any portion of the session or any materials provided.
(b) AI and transcription tools. Admit any AI notetaker, meeting bot, or transcription service to the session, or input, upload, paste, dictate, or otherwise provide any Confidential Information to any public artificial intelligence, machine learning, or large language model service. This includes ChatGPT, Claude, Gemini, Otter.ai, Fireflies, Read.ai, and comparable tools. You may use Confidential Information with AI tools deployed on private infrastructure under your exclusive control, provided such tools transmit nothing externally, are not used to train or fine-tune any persistent model, and any output remains subject to this agreement.
(c) Disclosure. Disclose any Confidential Information, or the existence or subject matter of the session, to any third party — other than to your employees, officers, directors, partners, advisors, attorneys, or accountants who have a genuine need to know for the Purpose and who are bound by confidentiality obligations at least as protective as these. You are responsible for any breach by such persons.
(d) Non-circumvention. Contact, solicit, pitch, or transact with any company, founder, advisor, investor, or counterparty first identified to you through the session, except with NeoGenesis’s prior written consent. This does not restrict relationships you can demonstrate by written records predating this agreement, or that you develop independently without reference to Confidential Information.
(e) Non-derivation. Use Confidential Information to reverse engineer, replicate, or otherwise recreate the technology, business models, or strategies of NeoGenesis or any company discussed.
4. Export controls
Certain information may be subject to U.S. export control and sanctions laws, including the ITAR, the EAR, and regulations administered by OFAC. You will comply with all such laws and will not transfer or release any Confidential Information to any jurisdiction or person subject to U.S. sanctions. You represent that you are not located in, and will not access the session from, a jurisdiction subject to comprehensive U.S. sanctions.
5. Exceptions
These obligations do not apply to information that is or becomes public through no act or omission of yours; was rightfully known to you before disclosure; is rightfully obtained from a third party without breach of a confidentiality obligation; or that you can demonstrate by written records was independently developed without reference to Confidential Information.
6. Compelled disclosure
You may disclose Confidential Information to the extent required by law, subpoena, or court order, provided that — to the extent legally permitted — you give NeoGenesis prompt advance notice and reasonable cooperation in seeking protective treatment, and disclose only what is legally required.
7. Term
These obligations continue for three years from the date of the session, except that obligations concerning trade secrets and information described in Section 2 relating to government, defense, or national security matters continue for so long as the information remains protectable under applicable law.
8. Remedies
You acknowledge that unauthorized use or disclosure would cause NeoGenesis irreparable harm for which monetary damages would be inadequate, and that NeoGenesis is entitled to seek injunctive relief and specific performance in addition to any other available remedy. The prevailing party in any enforcement action is entitled to recover reasonable attorneys’ fees and costs.
9. No offer; no advice
The session is provided for informational and educational purposes only. Nothing in it constitutes an offer to sell or a solicitation of an offer to buy any security, or any investment, legal, tax, or accounting advice. Any offering of interests in a NeoGenesis fund or vehicle would be made only to qualified investors, only through definitive offering documents, and only in compliance with applicable securities laws.
10. General
This agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles. It contains the entire understanding regarding its subject matter and may be amended only in writing. If any provision is held unenforceable, the remainder continues in effect. No license or other right in any intellectual property is granted, and no obligation to disclose any information or to enter into any transaction is created.
By completing your registration and typing your name, you agree to be bound by these terms and consent to entering this agreement electronically.