ACK will review / revise asap.

Carson J. Tucker, Esq., JD, MSELGeneral Counsel
S3 Global, LLC
US +17348879261
UK +447484678559
EU +33648505867

This message and any attachments may contain confidential information which is intended only for the use of the addressee(s). It may also contain information which is protected by attorney/client privilege or the work-product doctrine, among other confidentiality principles and legal privileges. Copying, forwarding, or distributing of this communication by or to persons other than the addressee(s) is prohibited. If you have received this communication in error, do not forward it or use it in any way. Please notify us immediately of the error and promptly delete and/or destroy all electronic and/or paper versions of this communication and any attachments. Thank you for your cooperation and we apologize for any inconvenience.

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-------- Original Message --------
On 9/4/25 19:59, Rick  wrote:

> Hi Carson,
> Just chatted with CG...
> I'd like to re-visit this. Please confirm receipt.
> Can I offer a few items for your consideration:
>
> 1. Under Confidential, add exclusions:
> "Information that is already public, independently developed, or received from third parties without confidentiality restrictions”
>
> 2. Narrow the scope: Remove "reasonably expected to be treated as confidential" - we know that’s just lawyer speak for "we can claim anything”
>
> 3. Maybe add some specific examples to focus on truly sensitive things like proprietary tech, client lists, and financial data.
>
> 4. Confidentiality: Reduce to 3 years maximum
>
> 5. Non-circumvention: Reduce to 2 years maximum
>
> 6. Trade secrets: Add "or until disclosed through no breach by receiving party”
>
> 7. Add sunset clause: Non-circumvention only applies for active projects, not forever.
>
> 8. Carve out exceptions: If the relationship naturally evolves beyond the original scope
>
> 9. Define "Acquired Clients": Make it specific to clients introduced FOR THIS specific project.
>
> 10. Cap damages: Set maximum liability (e.g., $50K or project value)
>
> 11. Remove "gross earnings" forfeiture: Change to "net profits" or reasonable percentage
>
> 12. Mutual penalties: Make sure they face the same penalties if they breach
>
> 13. Add cure period: 30-day notice to cure before penalties kick in
>
> 14. Mutual consent required for all assignments
>
> 15. Right to terminate if assigned to competitor
>
> 16. Notice period: 60 days advance notice of any assignment
>
> 17. Reciprocal Protection
> - ALL penalties apply equally to both parties
> - Add "most favored nation" clause - if you give anyone better terms, we get them too
>
> 18. Our Technology Protection
> - Carve out: Our existing IP and independently developed technology
> - No reverse engineering restrictions: Unless explicitly marked confidential
> - Right to continue development: Using general knowledge and skills
>
> 19. Some Practical Safeguards
> - Define "material breach": Not every minor violation triggers nuclear penalties
> - Mediation first: Before arbitration or litigation
> - Survival clause: Only essential provisions survive termination
>
> Let me know if you have any questions.
> I look forward to your response.
> Thanks!
> Rick
>
> Rick Mislan, PhD,
> Founder, CTO
>
> [https://mavrix1.com](https://mavrix1.com/)
>
> On September 4, 2025 at 2:37:32 PM, Rick (rick@mavrix.one) wrote:
>
>> Rick Mislan, PhD,
>> Founder, CTO
>>
>> [https://mavrix1.com](https://mavrix1.com/)
>>
>> On July 10, 2025 at 7:29:34 AM, CT (ct@s3global.us) wrote:
>>
>>> Rick,
>>>
>>> Please see attached. I've put it into .pdf format and signed as well if there is no further changes, please sign and return to me for our records.
>>>
>>> Thanks very much.
>>>
>>> Carson
>>>
>>> Carson J. Tucker, Esq., JD, MSEL
>>> General Counsel
>>> S3 Global, LLC
>>> US +17348879261
>>> UK +447484678559
>>> EU +33648505867
>>>
>>> This message and any attachments may contain confidential information which is intended only for the use of the addressee(s). It may also contain information which is protected by attorney/client privilege or the work-product doctrine, among other confidentiality principles and legal privileges. Copying, forwarding, or distributing of this communication by or to persons other than the addressee(s) is prohibited. If you have received this communication in error, do not forward it or use it in any way. Please notify us immediately of the error and promptly delete and/or destroy all electronic and/or paper versions of this communication and any attachments. Thank you for your cooperation and we apologize for any inconvenience.
>>>
>>> Sent with [Proton Mail](https://proton.me/mail/home) secure email.
>>>
>>> On Sunday, July 6th, 2025 at 3:06 PM, Rick <rick@mavrix.one> wrote:
>>>
>>>> I’ve made some edits that should be considered
>>>> See attached. confirm receipt and let me know.
>>>> Thanks,
>>>> Rick
>>>>
>>>> Rick Mislan, PhD
>>>>
>>>> [https://mavrix.one](https://mavrix.one
>>>> https://mavrix.one
>>>> https://mavrix.one)
>>>>
>>>> On July 4, 2025 at 1:05:46 PM, CT (ct@s3global.us) wrote:
>>>>
>>>>> Rick, Here is our standard NDNCA. Will need company name and infromation / address, and name of signatory, i.e., CEO, etc.
>>>>>
>>>>> Please let me know if you have any questions or suggestions.
>>>>>
>>>>> Sincerely
>>>>>
>>>>> Carson J. Tucker, Esq., JD, MSEL
>>>>> General Counsel
>>>>> S3 Global, LLC
>>>>> US +17348879261
>>>>> UK +447484678559
>>>>> EU +33648505867
>>>>>
>>>>> This message and any attachments may contain confidential information which is intended only for the use of the addressee(s). It may also contain information which is protected by attorney/client privilege or the work-product doctrine, among other confidentiality principles and legal privileges. Copying, forwarding, or distributing of this communication by or to persons other than the addressee(s) is prohibited. If you have received this communication in error, do not forward it or use it in any way. Please notify us immediately of the error and promptly delete and/or destroy all electronic and/or paper versions of this communication and any attachments. Thank you for your cooperation and we apologize for any inconvenience.
>>>>>
>>>>> Sent with [Proton Mail](https://proton.me/mail/home) secure email.