# SELVI LABS — Mutual Confidentiality Agreement Version: SL-MNDA-2026-09-DRAFT-01 **DRAFT FOR REVIEW — NOT SIGNED OR ACTIVE** Review draft for the two SELVI LABS programs: Agency and Venture Program / Mentorship. Proposed version SL-MNDA-2026-09-DRAFT-01. The application form presents this proposal for applicant acceptance. Company execution remains pending. This document does not replace an existing signed agreement. ## 1. Parties and effective date This agreement is between PetsRWise Inc., operating as SELVI LABS, located in Miami, Florida, registration number P20000027032, EIN 84-4308143, and [full legal name of the startup, company, or individual]. Each is a Party and may act as a Disclosing Party or Receiving Party. A brand or project name alone does not identify the contracting party. A founder signing for a company must have authority to bind that company. For a venture not yet incorporated, the individual must be expressly named; a later company becomes bound only through a signed accession or replacement agreement. The effective date is the date of the last authorized signature, unless both Parties expressly agree otherwise in writing. ## 2. Two programs and permitted purpose SELVI LABS offers two programs. (1) Agency: evaluating a client project, conducting discovery, reviewing requirements and technical materials, and preparing proposals and a scope of work for design, software development, AI solutions, or related technology services. (2) Venture Program / Mentorship: evaluating a startup for participation, conducting related diligence, and providing expressly agreed mentoring on business strategy, product validation, technology, and fundraising readiness. Potential investment discussions are included only when expressly recorded in the Purpose and do not promise funding. The signature schedule must identify the selected program and specific activities (the Purpose). Selecting one program does not authorize use of Confidential Information in the other; any expansion requires written agreement. Production development, paid services, pilots, investment, and commercialization require a separate written agreement defining scope and commercial terms. No Party is obliged to disclose information it prefers to withhold. ## 3. What is confidential Confidential Information is nonpublic information disclosed for the Purpose in any form that is identified as confidential or that a reasonable recipient would understand to be confidential in context. It includes pitch decks, business plans, cap tables, financial forecasts, fundraising terms, customer and supplier information, pricing, research, product roadmaps, prototypes, designs, inventions, source code, architecture, security information, credentials, datasets, model weights, prompts, evaluations, algorithms, and technical know-how. Notes, analyses, recordings, summaries, and other materials are covered to the extent they contain or reveal that information. The existence and substance of nonpublic negotiations are also confidential. ## 4. Oral disclosures and earlier exchanges Confidential Information may be shared in calls, workshops, mentoring sessions, demonstrations, or site visits without a confidentiality label. The Disclosing Party should identify sensitive material when practical and may confirm an oral disclosure in writing within 30 days. Failure to confirm does not remove protection where confidentiality was reasonably apparent. Earlier disclosures are covered only if both Parties identify and include them in the signature schedule or a written amendment; this draft does not retroactively change obligations under an earlier NDA. ## 5. Exceptions and supporting evidence The Receiving Party has no obligation under this agreement for information it can demonstrate was lawfully known without a duty of confidence before disclosure; became public without breach by it or its Representatives; was lawfully received from another source entitled to disclose it without restriction; or was independently developed without using the Confidential Information. The Party relying on an exception must provide reasonable supporting records if a dispute arises. A confidential combination of elements is not excluded merely because individual elements are public. ## 6. Limited use and protection The Receiving Party must protect Confidential Information with at least reasonable care and no less care than it uses for its own information of similar sensitivity. It must limit access and copies to what the Purpose requires, use appropriate access controls and secure transmission and storage, and preserve confidentiality notices. It must not exploit the information to develop competing products, solicit identified customers, pursue an investment, or obtain another commercial advantage outside the Purpose. These restrictions concern misuse of confidential material, not lawful competition or ordinary business relationships. ## 7. Employees, mentors, advisers, and service providers Disclosure is permitted only to employees, officers, contractors, designated mentors, and professional advisers who need access for the Purpose and are subject to written confidentiality and limited-use obligations at least as protective as this agreement, or equivalent enforceable professional duties (Representatives). Secure hosting, communications, and document-processing providers may process information solely to support the Purpose under appropriate contractual confidentiality and security obligations. Each Party is responsible for its Representatives' compliance when it gives them access and must explain the applicable restrictions. Participation in either program or a shared innovation community alone gives no right of access to another participant's Confidential Information. ## 8. Investors, sponsors, cohorts, and public events An external investor, sponsor, corporate partner, other startup, or cohort participant is not automatically a Representative. Sharing with such persons requires the Disclosing Party's prior written approval identifying the recipient or defined group and materials, and appropriate confidentiality commitments where confidentiality is intended. Do not publish or display confidential materials at demo days, competitions, community events, public repositories, or shared workspaces without specific approval. Approval to present selected information publicly does not release other confidential information. The Parties should distinguish public presentation materials from confidential diligence materials. ## 9. AI tools and model training Neither Party may place the other's Confidential Information into a public AI service, or use it to train, fine-tune, benchmark, or improve a model, without the Disclosing Party's prior written approval for that use. Approved AI processing must be limited to the Purpose and use suitable contractual controls on training, retention, access, and further disclosure. Approval of one tool or workflow does not authorize other tools or general model training. A Party remains responsible for its use of approved tools. Do not treat generated summaries or embeddings as nonconfidential when they reveal protected information. ## 10. Technical evaluation and reverse engineering Access to a prototype, model, dataset, repository, or demonstration permits only the agreed evaluation. Unless expressly authorized in writing or permitted by law notwithstanding a contract, the Receiving Party must not reverse engineer, decompile, disassemble, extract model weights, reconstruct restricted datasets, bypass access controls, or conduct security testing of the disclosed technology. Authorized testing must follow the agreed scope and safeguards. This clause does not restrict examination of independently and lawfully obtained public materials. ## 11. Ownership and future deliverables Each Party retains its existing intellectual property and ownership of the information it discloses. This agreement grants only the limited right to use information for the Purpose; it grants no equity, commercialization right, patent license, or ownership of improvements or feedback. Ownership and licensing of code, designs, inventions, datasets, models, work product, and jointly created materials must be addressed in a separate signed investment, collaboration, or services agreement before the relevant work begins. Neither disclosure nor participation in a program transfers a startup's IP to SELVI LABS. ## 12. Independent work and conflicts Both Parties may evaluate, support, invest in, or work with other businesses, including businesses in similar markets, provided they do not use or disclose Confidential Information in breach of this agreement. General skills and experience may be used without revealing or exploiting protected information. There is no exception allowing use of confidential details merely because a person remembers them. Where a known conflict creates a material risk of misuse, restrict access, use separate reviewers, or seek the Disclosing Party's direction before sharing the affected information. ## 13. Personal information and third-party rights Each Party must have authority to disclose the materials it provides and must comply with applicable privacy and data protection obligations. Share only personal information necessary for the Purpose, using anonymized or redacted examples where practical. This NDA is not consent to unrelated marketing, a data processing agreement, or an international transfer mechanism. Before processing sensitive information or production personal data, the Parties must agree any required processing terms, roles, safeguards, and lawful transfer arrangements. Do not disclose another person's secrets without authority. ## 14. Legally required and protected disclosures A Party may make a disclosure required by law, court order, or a competent regulator. Where legally permitted, it must promptly notify the Disclosing Party, disclose only what is required, and reasonably cooperate with requests for confidential treatment at the Disclosing Party's expense. Nothing prohibits reporting suspected unlawful conduct to authorities, cooperating with a lawful investigation, making a legally protected disclosure, or obtaining confidential legal advice. No prior permission or notice is required where applicable law protects disclosure without it. ## 15. Security incidents On discovering unauthorized access, use, loss, or disclosure affecting the other's Confidential Information, the Receiving Party must notify the Disclosing Party without undue delay. It must take reasonable steps to contain the incident, preserve relevant evidence, investigate, limit further harm, and cooperate on remediation. Initial notice should describe the information and circumstances known, followed by material updates. Statutory notification duties and deadlines still apply. Neither Party may make public statements in the other's name without authorization, except as legally required. ## 16. Return, deletion, and retained records On written request or conclusion of the Purpose, the Receiving Party must stop use and, within 15 business days, return or securely delete Confidential Information and copies within its control, and direct its Representatives to do the same. On request, an authorized representative will confirm completion in writing. Information required by law or professional recordkeeping duties and one restricted archival copy for establishing legal rights may be retained. Routine backups may remain until overwritten in the ordinary secure retention cycle, without active use. Retained information remains protected and must not be restored for commercial use. Any inability to comply promptly must be explained with an agreed completion plan. ## 17. Duration and termination The proposed disclosure period is two years from the effective date, unless extended in writing. Either Party may end future exchanges by written notice. Obligations for ordinary Confidential Information continue for five years from each disclosure, even after discussions or participation end. Trade secrets remain protected for as long as they qualify under applicable law. Personal information remains subject to applicable privacy obligations and the retention limits above. The five-year period is a proposed commercial term for review, not a statement that every jurisdiction or engagement requires that duration. ## 18. Publicity and brand use Neither Party may announce the relationship, use the other's name or logo in marketing, list it as a client or portfolio company, publish a case study, or release testimonials or confidential performance metrics without prior written approval of the relevant content and use. Legally required disclosures remain permitted under clause 14. Permission for an introduction or private evaluation is not permission for publicity. ## 19. No commitment or exclusivity This agreement creates confidentiality obligations only. It does not require program admission, investment, funding, procurement, referrals, paid services, exclusivity, or any minimum volume of work. It creates no partnership, employment, fiduciary relationship, or authority to act for the other Party. Each Party bears its evaluation costs unless separately agreed. Information is provided for evaluation without a promise of accuracy or commercial results, but this does not excuse fraud, deliberate concealment, or liability that applicable law does not permit the Parties to exclude. ## 20. Remedies Unauthorized use or disclosure may cause harm that financial compensation alone cannot adequately address. A Party may seek available interim or injunctive relief, as well as other remedies permitted by applicable law. Relief is subject to the competent court's requirements and discretion; it is not automatic. This agreement sets no automatic penalty, predetermined damages, blanket indemnity, or waiver of mandatory legal protections. ## 21. Notices, governing law, and disputes Before signature, complete the Parties' notice email addresses, governing law, and agreed courts in the signature schedule. SELVI LABS proposes ventures@selvilabs.com as its business contact; the legal entity must confirm this email for formal notices. The Parties should first attempt a good-faith resolution through authorized representatives, without preventing urgent relief or mandatory statutory remedies. The final choice of law and forum must account for cross-border enforcement and applicable mandatory protections. No jurisdiction is selected by this draft. ## 22. Entire agreement and amendments Once completed and signed, this agreement records the Parties' confidentiality arrangement for its defined Purpose. An existing NDA remains in effect unless both Parties expressly identify and replace it in writing; any separate agreement may supplement these terms only as specified in that agreement. Changes require written approval by authorized representatives of both Parties. An invalid provision should be limited or severed only to the extent permitted by law, leaving the remainder effective where possible. Failure to enforce a term is not a waiver. Neither Party may transfer its obligations to another entity without written consent, except as expressly agreed in the final document. ## 23. Signatures, authority, and electronic records The final agreement may be signed in counterparts and by electronic signature where applicable law permits. Each signatory confirms their identity, capacity, and authority for the named Party. Each Party should receive or be able to retain the exact executed document, including its version, completed schedule, signatures, and signing dates. The electronic workflow should preserve the accepted text, consent, timestamps, and integrity evidence. A typed company name, preset signature image, or receipt of an application is not by itself proof that an authorized representative has approved this revised agreement. No signature is applied to this draft. ## Signature schedule: complete before execution SELVI LABS legal entity: PetsRWise Inc. Location: Miami, Florida. Registration number: P20000027032. EIN: 84-4308143. Applicant company or individual and registration details if applicable: [complete]. Named venture or project: [complete]. Selected program: [Agency OR Venture Program / Mentorship]. Specific project evaluation or mentoring activities: [complete]. Any agreed investment evaluation: [specify or state none]. Earlier disclosures included, if any: [identify dates and materials, or state none]. Governing law and courts: [complete]. Formal notice email addresses for both Parties: [complete]. Authorized SELVI LABS signatory, title, signature, and date: [complete]. Applicant signatory, title or individual capacity, signature, and date: [complete]. Effective date: [date of last signature unless otherwise agreed].