Hi Rick, re-sending our response, please see below.

Modest final change, should serve the purpose.

We're ready to move forward.

v/r

tc



-------- Forwarded Message --------
Subject: 	Updated Independent Development Clause for Mutual Clarity
Date: 	Tue, 17 Jun 2025 21:13:09 -0500
From: 	Dr Tom Chi <tom@deltawerx.net>
To: 	Rick <rick@mavrix.one>, Major General (Ret) Frank Muth 
<president@deltawerx.net>



*Thanks, Rick.* Sometimes the delight is in the details, and we 
appreciate the thoughtful clarity you’re positing.

Perhaps just one final tweak as we close this out. As you know, the 
field is evolving quickly, and our mutual interest is in moving forward. 
We’re aligned in spirit and substance—and we’re eager to explore 
potential synergy with you.

Looking forward to the next step.

Best regards,
TC

*
*

*Proposed Clause for Section 4(d):*

*4(d) Independent Development.*
The parties acknowledge that each may independently develop, or receive 
from third parties, information that is similar to the other party’s 
Confidential Information. Nothing in this Agreement shall restrict 
either party from developing, or having developed on its behalf, 
products, concepts, or services that, without violating this Agreement, 
resemble or compete with those contemplated by the other party’s 
Confidential Information. Neither party shall use or derive the other’s 
Confidential Information—including specific technical methods, 
proprietary product architectures, or trade secrets—in such development. 
Any such independent development must be based solely on general 
industry knowledge, publicly available information, or data lawfully 
obtained from third parties not bound by confidentiality to the 
disclosing party. Each party agrees to maintain reasonable documentation 
of the independent sources used in any such development. Further, use of 
information retained in the unaided memory of personnel shall not 
constitute a breach, provided it does not result in direct reproduction 
or adaptation of Confidential Information. These obligations shall 
survive for one (1) year following termination of this Agreement.

------------------------------------------------------------------------

*Explanation for Inclusion:*
This clause is intended to preserve both parties’ ability to continue 
innovating and building independently, while affirming a strong 
commitment to protecting each other’s proprietary IP. It clearly 
prohibits the use or adaptation of the other party’s Confidential 
Information, and requires reliance on public or lawfully obtained 
sources for any development activity that may resemble disclosed ideas.

We believe this provides clarity, transparency, and a balanced structure 
for parallel innovation—particularly in a fast-moving, competitive space.

We are aligned on the need for mutual respect, speed, and shared 
diligence, and we believe this clause enables us to swiftly finalize the 
NDA and move forward into more substantive partnership discussions.




On 6/17/2025 7:01 PM, Rick wrote:
> Gentlemen,
>
> Thank you for your feedback on the Non-Disclosure Agreement as we work 
> to facilitate partnerships and sales channels for Deltawerx.
> We recognize your need to protect your Confidential Information and 
> prevent unintentional use, particularly given the competitive nature 
> of our industry.
> To balance these interests with our need to continue independent 
> innovation, we propose the following Independent Development clause:
>
>     4 (d) Independent Development.
>     The Disclosing Party acknowledges that the Receiving Party, while
>     facilitating partnerships or sales channels for the Disclosing
>     Party, may currently or in the future develop information
>     internally or receive information from third parties that is
>     similar to the Disclosing Party’s Confidential Information.
>     Nothing in this Agreement shall be construed as prohibiting the
>     Receiving Party from developing, or having developed for it,
>     products, concepts, or services that, without violating this
>     Agreement, resemble or compete with those contemplated by the
>     Disclosing Party’s Confidential Information. The Receiving Party
>     agrees not to use or derive any of the Disclosing Party’s
>     Confidential Information, including specific technical methods,
>     proprietary product architectures, or trade secrets disclosed
>     under this Agreement, in such development. Any independent
>     development by the Receiving Party shall rely solely on general
>     industry knowledge, publicly available information, or information
>     lawfully obtained from third parties not bound by confidentiality
>     obligations to the Disclosing Party. To ensure transparency, the
>     Receiving Party shall maintain reasonable documentation of the
>     independent sources used in such development. The Receiving Party
>     may use information retained in the unaided memory of its
>     personnel, provided it does not directly reproduce or adapt the
>     Disclosing Party’s Confidential Information. These obligations
>     shall survive for one (1) year following the termination of this
>     Agreement.
>
>
> This revision:
> - Clarifies that we may develop similar products using general 
> knowledge or public information, supporting our mutual goal of innovation.
> - Commits us to avoiding use of your Confidential Information and 
> maintaining documentation to demonstrate independent development, 
> addressing your concerns about potential misuse.
> - Limits the post-termination obligation to one year, aligning with 
> industry norms and the fast-moving nature of our sector.
> - Narrows the scope to specific technical methods and trade secrets, 
> reducing ambiguity while allowing both parties to operate effectively.
>
> Please review this proposed language and share your feedback or any 
> adjustments you’d like to discuss.
> We’re eager to finalize an agreement that supports our shared goals.
>
> If this updated section is satisfactory, I can send an updated NDA 
> incorporating this clause for your final review.
>
> Thanks again,
> Rick
>
> Rick Mislan, PhD
> MAVRIX 1, LLC
> https://mavrix.one
>
>
> On June 11, 2025 at 4:15:19 PM, Dr Tom Chi (tom@deltawerx.net) wrote:
>
>> Rick, enjoyed.
>>
>> For future stakeholders on either side we’ve made one light 
>> clarification in Section 4(d) regarding residual memory and 
>> collaborative tech. It’s consistent with the rest of the NDA and 
>> helps ensure alignment on expectations around proprietary 
>> development. We see this as helpful for both parties.
>>
>> Otherwise we're good to go.
>>
>> V/R
>>
>> tc
>>
>>
>> On 6/11/2025 1:50 PM, Rick wrote:
>>> Gentlemen,
>>> Thanks for your time and discussion today!
>>>
>>> Attached is the Mavrix NDA.
>>> Please fill in your email and sign each page and the final page.
>>> I look forward to following up after executing the NDA.
>>>
>>> Thanks much,
>>> Rick
>>>
>>> Rick Mislan, PhD
>>> MAVRIX 1, LLC
>>> https://mavrix.one