# NDA + Non-Compete Draft — Huntsville AI Accelerator

> **Status:** Draft for group review — Jerry Wright advising
> **Purpose:** Protect group ideas, ensure commitment, enable open collaboration

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## Mutual Non-Disclosure & Non-Compete Agreement

**Effective Date:** _______________

**Parties:** The undersigned members of the Huntsville AI Accelerator group (hereinafter "Members")

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### 1. Purpose
The Members are exploring the formation of a collaborative AI implementation venture in the Huntsville, AL area. This agreement protects shared ideas, strategies, client information, and intellectual property during and after the collaboration.

### 2. Confidential Information
"Confidential Information" includes but is not limited to:
- Business plans, strategies, and proposals
- Client lists, contacts, and communications
- Technical architectures, workflows, and AI systems
- Financial information and pricing structures
- Marketing strategies and materials
- Any information marked as confidential or reasonably understood to be confidential

### 3. Non-Disclosure Obligations
Each Member agrees to:
- Not disclose Confidential Information to any third party without prior written consent of all Members
- Use Confidential Information solely for the purposes of the Huntsville AI Accelerator collaboration
- Take reasonable measures to protect the confidentiality of shared information
- Return or destroy all Confidential Information upon request or upon termination of involvement

### 4. Non-Compete Obligations
For a period of **two (2) years** following the termination of involvement with the group, each Member agrees to:
- Not directly compete with any active venture formed by the group within a **200-mile radius** of Huntsville, AL
- Not solicit or recruit clients, partners, or team members introduced through the group
- Not use group-developed intellectual property for personal competitive advantage

### 5. Exceptions
This agreement does not restrict a Member from:
- Continuing their existing business operations as of the Effective Date
- Using general knowledge, skills, or experience gained through the collaboration
- Engaging in activities unrelated to the group's specific ventures and IP

### 6. Term
This agreement remains in effect for **three (3) years** from the Effective Date, or until a formal company entity is formed and a replacement agreement is executed, whichever comes first.

### 7. Remedies
Any breach of this agreement may result in:
- Immediate termination from the group
- Forfeiture of any equity or profit-sharing rights
- Legal action for damages as determined by binding arbitration

### 8. Binding Arbitration
Any disputes arising from this agreement shall be resolved through binding arbitration in Madison County, Alabama, under the rules of the American Arbitration Association.

### 9. Severability
If any provision is found unenforceable, the remaining provisions continue in full effect.

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## Signatures

| Name (Print) | Signature | Date |
|---|---|---|
| _________________ | _________________ | ________ |
| _________________ | _________________ | ________ |
| _________________ | _________________ | ________ |
| _________________ | _________________ | ________ |
| _________________ | _________________ | ________ |
| _________________ | _________________ | ________ |
| _________________ | _________________ | ________ |
| _________________ | _________________ | ________ |

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*This is a draft document for group review. Members are encouraged to consult independent legal counsel before signing. Jerry Wright has offered to help refine the language.*