Axhera/Legal/Master NDA

Master Nondisclosure Agreement

Every manufacturing shop in the Axhera Network signs this master NDA before receiving any buyer inquiries. Your engineering drawings and confidential information are protected by default.

This agreement is a condition of network participation. Shops that have not signed cannot receive buyer inquiries or view drawings.
↓ Download NDA (.pdf)
Full agreement text

Parties

This agreement is between Axhera, Inc., a Delaware company doing business as The Axhera Network ("Axhera"), and the manufacturing shop ("Producer") joining the Network.

1. Confidential Information

Confidential Information includes all non-public information exchanged through the Network, including:

  1. Engineering drawings, blueprints, CAD files, and technical specifications
  2. Part designs, geometries, tolerances, material specifications, and process requirements
  3. Buyer identities, contact information, pricing, and commercial terms
  4. Axhera's network operations, matching algorithms, and business methods
  5. Producer's capabilities, machine specifications, capacity, pricing, and proprietary processes
  6. Any information marked or reasonably understood to be confidential

2. Obligations

The Receiving Party shall:

  1. Use Confidential Information solely for evaluating, quoting, and fulfilling manufacturing inquiries received through the Network
  2. Not disclose Confidential Information to any third party without prior written consent
  3. Protect Confidential Information with no less than reasonable care
  4. Not reverse engineer any products or prototypes
  5. Not use drawings received through the Network to manufacture parts for any party other than the original buyer without express written consent
  6. Promptly notify the Disclosing Party of any unauthorized use or disclosure

3. Exclusions

Standard exclusions apply: publicly available information, prior knowledge, independent development, lawful third-party disclosure, and legally compelled disclosure with prompt notice.

4. Term

This agreement remains in effect for the duration of network participation and for three (3) years following termination. Either party may terminate with 30 days' written notice.

5. Return of Materials

Upon termination or request, the Receiving Party shall return or destroy all Confidential Information and certify such action in writing.

6. No License

Nothing in this agreement grants the Receiving Party any license or rights in the Confidential Information beyond the limited right to use it for quoting and fulfilling Network inquiries.

7. Remedies

Each Party is entitled to seek equitable relief, including injunction, for breach of this agreement, in addition to any other remedies available at law.

8. General Provisions

Governed by Delaware law. Disputes in the Court of Chancery of Delaware (or Superior Court if Chancery declines). Either party may seek injunctive relief in any court of competent jurisdiction. Entire agreement between the parties. May not be amended except in writing signed by both parties. Not assignable without consent except in connection with M&A. Severable. May be executed in counterparts including electronic.

For the complete, legally binding version with signature blocks, download the full NDA (PDF). Questions about this agreement can be directed to legal@axhera.com.