Non-Disclosure & Strategy Protection Agreement (NDA)

1. Parties & Regulatory Recitals

This Non-Disclosure Agreement (hereinafter referred to as the "Agreement" or "NDA") is entered into between:

Service Provider: Algo Software Innovations, having its principal registered office at 01, B. U. Bhandari, S/N8/1/1A, Dighi Pune 411015, Maharashtra, India (operating under Information Technology Services SAC Code 998314, hereinafter referred to as the "Company" or "Receiving Party").
AND
The Client: The individual, quantitative trader, hedge fund, or corporate entity submitting trading ideas, algorithmic logic, or requesting custom script coding (hereinafter referred to as the "Client" or "Disclosing Party").

Pure IT Service Nature: The Company operates strictly and solely as an Information Technology (IT) Software Engineering and Dedicated Cloud VPS Hosting infrastructure provider under SAC Code 998314. The Company is NOT a SEBI-registered Investment Adviser (IA), Research Analyst (RA), Portfolio Management Service (PMS), Stock Broker, or exchange-empaneled algo vendor. No part of this engagement constitutes financial advice, trade recommendations, or portfolio management.

2. Definition of Confidential Strategy Information

For the purposes of this Agreement, "Confidential Information" encompasses all proprietary, technical, and trade secret information disclosed by the Client to the Company, directly or indirectly, including but not limited to:

• Algorithmic Logic & Formulations: Mathematical formulas, entry conditions, exit triggers, technical indicator configurations, candlestick patterns, price action parameters, multi-timeframe rules, trailing mechanisms, and stop-loss logic.
• Source Code & Scripts: Custom Python scripts, PineScript code, C++/C# modules, Node.js routines, database queries, and algorithmic workflow configurations developed specifically for the Client.
• Client Identifiers & Credentials: Client full name, email address, contact numbers, broker API identifiers, IP whitelist settings, VPS host configurations, and trade sizing rules.
• Backtest & Optimization Records: Historical trade logs, proprietary backtest reports, equity curves, drawdown numbers, and bespoke optimization data files.

3. Absolute Non-Disclosure & Non-Use Obligations

The Company hereby agrees, covenants, and legally commits that:

• Zero Third-Party Disclosure: The Company shall NEVER disclose, transmit, publish, license, sell, lease, or disseminate any Confidential Information or Strategy Logic to any third party, individual, corporate client, partner, or competitor under any circumstances whatsoever.
• Zero Mirroring or Copy-Trading: The Company, its owners, developers, systems engineers, and contractors are strictly prohibited from using, copying, reverse-engineering, executing, or trading upon the Client's proprietary strategy for personal accounts, company accounts, or other client accounts.
• No Reverse Engineering: The Company shall not deconstruct, fork, or adapt the Client's proprietary trading ideas into commercial public products or off-the-shelf market strategies without express written prior consent.
• Duty of Care: The Company shall protect the Confidential Information using at least the same degree of care it uses for its own most sensitive trade secrets, and in no event less than reasonable industry standards of cryptographic and physical security.

4. Exclusive Client Intellectual Property (IP) Ownership

The Client retains 100% sole, absolute, and exclusive intellectual property rights in and to all strategy concepts, rules, logic, formulas, and custom scripts produced under their self-directed requirements.

• The Company acquires zero ownership, title, copyright, or licensing claim over the Client's proprietary logic or custom source code.
• All deliverables, scripts, and configuration files deployed to the Client's dedicated VPS are Work Made for Hire (WMFH) and full legal property of the Client.
• Upon complete settlement of custom development fees, the Client holds perpetual, unencumbered rights to run, modify, or export the resulting code without restriction.

5. Dedicated Cloud VPS Isolation & Zero Centralized Trade Execution

To maintain absolute confidentiality and technological segregation:

• Sandboxed Virtual Server: All private strategy scripts are deployed and executed exclusively within the Client's dedicated, isolated Virtual Private Server (VPS) instance with unique root credentials and dedicated static IPv4.
• Zero Central Pool Execution: The Company does not operate a centralized trade execution server that routes client orders through a common hub. All orders travel directly from the Client's private VPS to the Client's chosen broker API gateway.
• No Stored Broker Secrets: The Company’s centralized platform does not store live broker trading tokens or master API passwords. Credentials reside solely inside the Client's sandboxed server environment.

6. Internal Personnel & Contractor Binding Covenants

The Company guarantees that:

• Access to Client strategy specifications is restricted strictly on a need-to-know basis to the specific software engineer assigned to translate the logic.
• All employees, software engineers, DevOps personnel, and QA testers employed by or contracted to Algo Software Innovations are bound by individual, legally executed non-disclosure and non-compete agreements with strict financial and legal liability for breach.
• Development environments are sanitized, and temporary build caches are purged immediately upon client deployment and delivery.

7. Term & Perpetual Confidentiality Survival

This Agreement takes effect immediately upon the Client's submission of a strategy request, creation of an account, or transmission of proprietary logic, and shall remain in effect indefinitely. The confidentiality, non-disclosure, and intellectual property protection obligations specified herein shall survive in perpetuity even after the completion, termination, or cancellation of any hosting subscription or coding service.

8. Breach Liabilities, Injunctive Relief & Jurisdiction

The parties acknowledge that any unauthorized disclosure, misuse, or replication of Confidential Strategy Information would cause irreparable harm for which monetary damages alone would be inadequate. Consequently, in the event of any actual or threatened breach:

• The Disclosing Party shall be entitled to seek immediate injunctive relief, specific performance, and temporary restraining orders from courts of competent jurisdiction without the requirement of posting a bond.
• This Agreement is governed by the laws of the Republic of India. Any legal dispute, arbitration, or proceeding shall be subject to the exclusive territorial jurisdiction of the courts in Pune, Maharashtra, India.