Non-Disclosure and Intellectual Property Assignment Agreement

Background

This Non-Disclosure and Intellectual Property Assignment Agreement ("Agreement") is entered into between Eniteo AI OÜ (being incorporated in Estonia, hereafter "Eniteo") and the contractor/consultant/employee identified in the engagement letter or employment contract (hereafter "Contributor").

Eniteo develops a SaaS platform for AEO/GEO (Answer Engine Optimization / Generative Engine Optimization). The Contributor will be exposed to confidential information and will contribute to the development of assets that must remain the property of Eniteo.

1. Definitions

• "Confidential Information": any information relating to Eniteo, its Clients, partners or business activities, including but not limited to: source code, algorithms, technical architectures, product roadmaps, client data, commercial strategies, pricing structures, sales pipelines, financial data, proprietary AI prompts, machine learning models and any information marked as confidential or that by its nature should reasonably be so treated.
• "Commissioned Works": any work, invention, development, code, design, documentation, content or other material created, conceived, developed or reduced to practice by the Contributor in the course of or in connection with their engagement with Eniteo.
• "Pre-existing IP": works, inventions, tools or methodologies developed by the Contributor before the commencement of the engagement and not connected with Eniteo's activities.
• "Non-Compete Period": the 12 months following termination of the engagement.

2. Confidentiality Obligations

2.1. The Contributor agrees to keep all Confidential Information secret and not to disclose it, in any manner, to third parties — including family members and friends — without Eniteo's prior written consent.

2.2. The Contributor will use Confidential Information solely to fulfil their obligations to Eniteo.

2.3. The Contributor will implement adequate security measures to protect Confidential Information, at least equivalent to those applied to their own confidential information and no less than reasonable professional diligence.

2.4. The Contributor will immediately notify Eniteo upon becoming aware of any unauthorised disclosure or potential breach of Confidential Information.

2.5. The confidentiality obligation applies during the engagement period and for 5 years after its termination.

3. Exceptions to Confidentiality

The obligations under Section 2 do not apply to information that the Contributor can demonstrate by documentary evidence to be:

• already in the public domain at the time of disclosure, or having become public through no fault of the Contributor;
• known to the Contributor before Eniteo's disclosure;
• legitimately received from third parties without confidentiality restrictions;
• independently developed by the Contributor without access to Eniteo's Confidential Information;
• disclosed by order of a judicial or administrative authority, with immediate advance notice to Eniteo where legally possible, to allow Eniteo to seek a protective order.

4. Intellectual Property Assignment

4.1. Full assignment: The Contributor irrevocably assigns to Eniteo, with effect from the moment of creation, all intellectual property rights (including patents, copyrights, trade secrets, database rights, trademarks and any other intangible rights) in the Commissioned Works, worldwide, for the full duration of such rights, without further compensation beyond what is provided in the engagement contract.

4.2. Future works: The assignment in Section 4.1 extends to all Commissioned Works that the Contributor will create during the engagement, without the need for further formal acts.

4.3. Moral rights: To the extent permitted by applicable law, the Contributor irrevocably waives the exercise of moral rights (including the right of attribution) in Commissioned Works against Eniteo and its successors.

4.4. Cooperation obligation: The Contributor agrees to sign any additional documents (notarial deeds, registration forms, declarations) reasonably requested by Eniteo to perfect or confirm the assignment, even after termination of the engagement.

5. Pre-existing Intellectual Property

5.1. The Contributor's Pre-existing IP is not subject to assignment under this Agreement.

5.2. Before commencing the engagement, the Contributor must notify Eniteo in writing of any Pre-existing IP they intend to use in the engagement. In the absence of such notification, it is presumed that Commissioned Works do not incorporate Pre-existing IP.

5.3. Where Commissioned Works necessarily incorporate Pre-existing IP, the Contributor grants Eniteo a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to use, reproduce, modify and distribute such Pre-existing IP as part of the Commissioned Works.

6. Return of Materials

Upon termination of the engagement, and at any time upon Eniteo's request, the Contributor will immediately:

• return all materials, documents, devices, accesses and media containing Confidential Information or Commissioned Works;
• permanently delete from personal devices all Confidential Information and Commissioned Works;
• revoke access to any Eniteo system, repository, database or platform.

The Contributor will, upon request, provide a written confirmation of compliance with this section.

7. Non-Compete Clause

7.1. During the Non-Compete Period (12 months after termination), the Contributor agrees not to perform activities — as an employee, consultant, co-founder, significant investor or in any other capacity — for direct competitors of Eniteo in the AEO/GEO SaaS sector, without Eniteo's prior written consent.

7.2. The non-compete clause applies to markets in which Eniteo operates or has expressed written intention to operate at the time of termination.

7.3. Eniteo may waive this clause in whole or in part by written notice, including for consideration.

7.4. Where applicable law limits the validity of non-compete clauses, this clause is reduced to the maximum extent permitted by law.

8. Non-Solicitation

8.1. During the engagement and for 12 months after termination, the Contributor agrees not to directly solicit Eniteo's employees, consultants or contractors to leave their relationship with Eniteo.

8.2. The Contributor agrees not to directly solicit Eniteo's Clients known through the engagement to offer them services competing with Eniteo for 12 months after termination.

9. Remedies and Penalties

9.1. The Contributor acknowledges that a breach of confidentiality obligations or the IP assignment clause would cause Eniteo irreparable harm for which monetary damages may be inadequate. Eniteo therefore has the right to seek injunctive or other equitable relief without the need to post bond, in addition to monetary damages.

9.2. Liquidated damages: In the event of a breach of this Agreement, the Contributor will pay Eniteo liquidated damages of €25,000 per individual proven violation, without prejudice to proof of greater damages.

9.3. Liquidated damages under Section 9.2 are cumulative with compensation for additional proven loss.

10. Term

This Agreement takes effect on the date of signing (or on the commencement of the engagement, whichever is earlier) and remains fully effective throughout the engagement. Confidentiality obligations (Section 2), IP assignment (Section 4), return of materials (Section 6) and non-solicitation (Section 8) survive termination for the periods stated therein.

11. Governing Law and Jurisdiction

This Agreement is governed by Estonian law and, where applicable, European Union law. The exclusive jurisdiction for any dispute is the Harju County Court (Tallinn, Estonia), subject to mandatory applicable law. The Parties will first attempt amicable resolution within 15 days of written notice of any dispute.

12. General Provisions

This Agreement constitutes the entire understanding between the Parties on the matters covered herein and supersedes any prior agreement. Amendments must be agreed in writing and signed by both Parties. Invalidity of any single clause does not affect the validity of the rest of the Agreement.