NDA

 

Effective Date: September 11, 2026

Agreement Version: 01-2026

 

This Non-Disclosure, Confidentiality, and Limited-Use Agreement (the **“Agreement”**) is entered into between The STIR Effect™, My Triad Aer organized under the laws of WA, with an address at 15911 NE 29th Ave, Ridgefield, WA 98642, and the individual accepting this Agreement electronically (By Recipient, as submitted below in form). Each may be called a “Party” and together the “Parties.”

 

 

The materials covered by this Agreement are confidential and proprietary. By accepting this Agreement, Recipient agrees not to copy, reproduce, photograph, screenshot, record, download, distribute, share, adapt, publish, teach from, commercially use, or provide to an artificial-intelligence system *The S.T.I.R. Effect™* book or any portion of it—including its intake forms, assessments, worksheets, questionnaires, checklists, charts, diagrams, protocols, models, tables, and patient materials—except as expressly authorized in a written instrument signed by Disclosing Party.

 

 

Disclosing Party may provide Recipient with controlled access to an unpublished book currently titled *The S.T.I.R. Effect™*, including any subtitle, edition, draft, or related material (collectively, the **“Book”**), solely so Recipient may personally read and evaluate it in connection with a current or potential affiliate relationship as an affiliate of My Triad Aer.

 

Subject to this Agreement, Recipient receives only a personal, limited, revocable, nonexclusive, nontransferable right to read the Book for the Purpose. Recipient may not use the Book for any other purpose. No ownership interest, copyright or trademark license, right to prepare derivative works, or other intellectual-property right is granted. Disclosing Party may suspend or revoke access at any time.

 

 

**“Confidential Information”** means all nonpublic information disclosed or made accessible to Recipient in any form, whether or not marked “confidential,” including:

 

1. the complete Book and every current or future manuscript, edition, draft, revision, chapter, appendix, supplement, excerpt, outline, table of contents, illustration, photograph, diagram, chart, table, worksheet, checklist, assessment, protocol, questionnaire, intake form, or patient-communication material;

2. the S.T.I.R. Effect™ name, terminology, framework, methodology, organization, presentation, teaching structure, research compilation, explanations, examples, clinical applications, practice recommendations, and related materials, to the extent they are nonpublic or protectable;

3. every individual sentence, paragraph, passage, selection, arrangement, component, concept, or other part of the Book, whether considered separately or in context;

4. affiliate materials, presentations, recordings, webpages, correspondence, supplemental materials, files, access links, credentials, and passwords; and

5. any notes, summaries, analyses, extracts, transcriptions, adaptations, translations, compilations, or other material created by Recipient that contains, reflects, reveals, or derives from Confidential Information.

 

Information does not lose protection merely because Recipient memorizes it, paraphrases it, changes its wording or format, combines it with other information, or takes only a portion of it.

 

 

Confidential Information does not include information Recipient proves through contemporaneous written records: (a) was lawfully known to Recipient without restriction before disclosure; (b) became publicly available through no breach of this Agreement or other duty; (c) was lawfully received from an authorized third party without a confidentiality duty; or (d) was independently developed without access to or use of Confidential Information.

 

The public availability of a general idea does not remove protection from the Book’s particular expression, selection, arrangement, compilation, framework, forms, or other protectable elements. A combination of information remains protected unless Recipient proves that the combination itself qualifies for an exclusion.

 

 

 

1. hold Confidential Information in strict confidence and use it only for the Purpose;

2. protect it using at least reasonable care and no less care than Recipient uses for Recipient’s own most sensitive information;

3. keep credentials secure, use reasonably protected devices, and prevent unauthorized viewing or access;

4. not disclose Confidential Information or access credentials to any person, including employees, coworkers, contractors, consultants, business partners, other affiliates, healthcare professionals, patients, clients, friends, or family members; and

5. ensure that each additional person whom Disclosing Party authorizes to receive access separately accepts an agreement approved by Disclosing Party before receiving access.

 

Recipient may provide confidential comments directly to Disclosing Party. Recipient may make limited personal notes only if Disclosing Party expressly permits it; all such notes remain Confidential Information and must not reproduce substantial portions of the Book.

 

 

Unless Disclosing Party gives prior written permission signed by an authorized representative, Recipient shall not, directly or indirectly:

 

1. copy, reproduce, publish, republish, distribute, transmit, display, sell, license, sublicense, assign, share, or otherwise disseminate the Book or Confidential Information, in whole or in part;

2. copy, extract, recreate, implement, distribute, or use any intake form, assessment, worksheet, questionnaire, checklist, diagram, illustration, chart, protocol, model, table, patient material, or other individual component;

3. photograph, scan, screenshot, screen-record, print, photocopy, transcribe, record, download, scrape, extract, or apply optical-character-recognition technology to protected material, except through a function expressly authorized in writing by Disclosing Party;

4. paraphrase, summarize, translate, adapt, modify, reformat, or prepare derivative materials for publication, instruction, training, commercial use, or distribution;

5. remove or alter a copyright notice, trademark, watermark, author credit, confidentiality marking, access control, or proprietary notice;

6. circumvent or attempt to circumvent access restrictions, download limits, digital-rights controls, or security measures;

7. use Confidential Information to develop or improve a competing book, publication, program, course, seminar, membership, assessment, intake process, certification, product, service, website, chatbot, search tool, marketing campaign, or business;

8. teach, present, quote from, or disclose protected content through consultations, conferences, meetings, webinars, podcasts, videos, social media, training sessions, or other communications;

9. solicit customers, affiliates, clinicians, organizations, or opportunities using Confidential Information without authorization;

10. claim authorship, coauthorship, ownership, sponsorship, endorsement, certification, or authority arising from access; or

11. register or attempt to register a confusingly similar copyright, trademark, service mark, domain name, business name, social-media identifier, or other proprietary right.

 

“In part” includes a single independently usable component, including an intake form, assessment, worksheet, questionnaire, chart, diagram, protocol, table, checklist, or patient handout.

 

 

Recipient shall not upload, paste, submit, transmit, or otherwise provide the Book or any Confidential Information to a generative-AI service, large language model, chatbot, custom GPT, machine-learning system, automated transcription, translation, summarization, indexing or extraction service, public or private knowledge base, document-search platform, cloud repository, or other third-party system unless Disclosing Party expressly approves the specific system and use in writing.

 

Recipient shall not use Confidential Information to train, fine-tune, test, evaluate, prompt, ground, retrieve for, or build any AI model, database, chatbot, search tool, course, educational product, or competing publication.

 

 

As between the Parties, Disclosing Party and/or its identified licensors retain all rights in the Book and Confidential Information. Disclosure does not constitute publication, abandonment, waiver, dedication to the public, or transfer of any intellectual-property or proprietary right. Contractual restrictions under this Agreement are independent of, and may be broader than, rights arising solely under copyright law.

 

Recipient grants Disclosing Party a perpetual, worldwide, royalty-free, nonexclusive right to use comments or feedback voluntarily provided by Recipient concerning the Book, without identifying Recipient. This provision does not transfer ownership of Recipient’s preexisting intellectual property or confidential information.

 

 

Recipient shall notify Disclosing Party immediately at **[LEGAL NOTICE EMAIL]** upon discovering or reasonably suspecting unauthorized access, copying, use, disclosure, lost or stolen devices containing Confidential Information, compromised credentials, or accidental disclosure. Recipient shall reasonably cooperate in containing the incident, identifying recipients, recovering materials, preserving evidence, and preventing further use.

 

If Recipient receives a subpoena, court order, or other legal demand, Recipient may disclose only the minimum information legally required. To the extent legally permitted, Recipient shall give Disclosing Party prompt advance notice, cooperate in seeking a protective order, and request confidential treatment.

 

 

Nothing in this Agreement prohibits Recipient from reporting a suspected violation of law to a government agency or attorney, communicating with or participating in a government investigation, or making another disclosure protected by applicable whistleblower law. Under 18 U.S.C. § 1833(b), an individual may disclose a trade secret in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or in a court filing made under seal, as provided by law. This section does not authorize public disclosure, commercial use, or disclosure beyond what applicable law protects.

 

 

Upon Disclosing Party’s request or the end of Recipient’s authorized access, Recipient shall immediately stop using the Confidential Information; return or permanently destroy all permitted physical materials; delete all permitted electronic copies, notes, extracts, and derivative materials within Recipient’s possession or control; and, upon request, certify compliance in writing. Recipient need not delete automatically created archival copies that cannot reasonably be accessed in the ordinary course, provided they remain protected and are not restored or used except for legitimate disaster recovery or legal compliance.

 

 

This Agreement begins when Recipient electronically accepts it. Recipient’s confidentiality and nonuse obligations for Confidential Information continue for **[NUMBER] years** after the last disclosure, except that obligations concerning information qualifying as a trade secret continue for as long as it remains a trade secret under applicable law. Ownership, intellectual-property restrictions, prohibited reproduction, accrued claims, remedies, and provisions that by their nature should survive remain effective to the extent permitted by law.

 

 

The Book is provided for limited evaluation and educational review “as is,” without a promise regarding completeness, accuracy, merchantability, fitness for a particular purpose, business results, medical outcomes, or regulatory acceptance. It does not create a physician-patient relationship and is not a substitute for independent medical, legal, regulatory, or other professional judgment. Nothing here excludes liability that cannot lawfully be excluded.

 

 

Recipient acknowledges that unauthorized use or disclosure may cause immediate and irreparable harm for which monetary damages may be inadequate. Subject to applicable law, Disclosing Party may seek temporary, preliminary, and permanent injunctive relief and specific performance, without limiting any other lawful remedy, including actual damages, recovery of improperly obtained profits, and reasonable legal fees and costs when authorized by contract or law. Remedies are cumulative to the extent permitted, but no Party may obtain an impermissible double recovery.

 

 

To the fullest extent permitted by law, Recipient shall indemnify, defend, and hold harmless Disclosing Party and its owners, officers, employees, and agents from third-party claims, losses, liabilities, damages, judgments, and reasonable expenses arising directly from Recipient’s material breach, unauthorized disclosure, infringement, or misuse of Confidential Information. This section does not apply to the extent a claim results from an indemnified party’s gross negligence, willful misconduct, or violation of law. **This section requires jurisdiction-specific attorney review before use.**

 

 

This Agreement does not require either Party to begin or continue an affiliate relationship and does not create employment, partnership, joint venture, franchise, fiduciary duty, agency, or authority to bind the other Party. Recipient may not make claims, warranties, medical statements, promises, or commitments on Disclosing Party’s behalf. If a separate affiliate agreement conflicts with this Agreement regarding confidentiality, restricted use, or intellectual property, the provision providing greater lawful protection to the Book and Confidential Information controls unless a later signed agreement expressly states otherwise.

 

 

This Agreement is governed by the laws of the State of **[STATE]**, without regard to conflict-of-law principles. Subject to any enforceable arbitration agreement separately accepted by the Parties, the state and federal courts located in **[COUNTY, STATE]** shall have exclusive jurisdiction, and each Party consents to personal jurisdiction and venue there. Nothing prevents Disclosing Party from seeking emergency injunctive relief in any court with jurisdiction over Recipient or the Confidential Information.

 

 

This Agreement constitutes the entire agreement concerning its subject and supersedes prior discussions concerning confidentiality and limited use of the Book. Any amendment must be in writing and signed or electronically accepted by both Parties. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it shall be enforced to the maximum lawful extent or severed, and the remainder shall continue in effect. Recipient may not assign this Agreement without Disclosing Party’s prior written consent. Disclosing Party may assign it in connection with a merger, reorganization, sale, or transfer of the Book or relevant business. Headings are for convenience only. No ambiguity shall automatically be construed against the drafter. Electronic records and counterparts are valid to the extent permitted by law.

 

Notices to Disclosing Party must be sent to **[LEGAL NOTICE EMAIL]** and **[MAILING ADDRESS]**. Notices to Recipient may be sent to the email or address Recipient submits with acceptance.

 

 

Recipient consents to conduct this transaction electronically. By checking the acceptance box, typing Recipient’s full legal name, and selecting **“I Agree and Continue,”** Recipient confirms that Recipient:

 

1. had an opportunity to read and retain this Agreement;

2. understands and voluntarily accepts its terms;

3. intends the electronic action to constitute Recipient’s legal signature; and

4. agrees to receive an electronic copy at the email address provided.

 

Withdrawal of consent to future electronic records does not cancel this Agreement or obligations already incurred. To withdraw such consent or request a paper copy, contact Support at support@MyTriadAer.com.