MUTUAL CONFIDENTIALITY AGREEMENT
Effective Date: February 26, 2026
YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. BY REGISTERING TO BECOME A USER OR BY USING THE SPLICER NETWORK PLATFORM, YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT AND YOU WILL BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO USE OR USE THE PLATFORM.
This Mutual Confidentiality Agreement (this “Agreement”) states the terms and conditions between NEVANTIN SERVICES, LLC, a Texas limited liability company, with its principal place of business at 603 Main St., Ste 201, Garland, TX 75040 (“Splicer Network”, “we”, “us”, or “our”) and the entity or individual registering as a User on the Splicer Network platform (“Counterparty”, “you”, or “your”). Splicer Network and Counterparty are referred to collectively as the “Parties” and individually as a “Party”.
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Relationship and Purpose. (a) Splicer Network operates a managed marketplace for telecommunications infrastructure. In the course of exploring potential collaboration on specific projects, Work Orders, or Technical Proof of Work (“TPoW”) submissions, the Parties may exchange proprietary, non-public, or confidential information. (b) The Discloser (the Party providing information) and the Recipient (the Party receiving information) acknowledge that the protection of such information is fundamental to the integrity of the Splicer Network marketplace and the security of critical telecommunications infrastructure.
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Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean all non-public, proprietary, or confidential information disclosed by the Discloser to the Recipient, whether orally, visually, or in written, electronic, or other tangible form. Such information includes, without limitation, bidding data, network topology, fiber-optic route maps, .SOR traces, ISP enclosure locations, pricing structures, cost methodologies, means and methods, and client identities. Information shall be deemed Confidential Information if it is marked as “Confidential” or if a reasonable person would understand it to be confidential given the nature of the information and the circumstances of disclosure.
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Mandatory Protection and Care. The Recipient shall maintain all Confidential Information in strict confidence and shall exercise at least the same degree of care to prevent unauthorized disclosure as it exercises with its own sensitive information of a similar nature, but in no event less than a reasonable degree of care. The Recipient shall not sell, trade, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Discloser.
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Exclusions. The obligations under this Agreement shall not apply to information that the Recipient can establish through competent evidence: (a) Was already in the Recipient’s possession prior to disclosure by the Discloser without an obligation of confidentiality; (b) Is or becomes generally available to the public through no fault or omission of the Recipient; (c) Is acquired by the Recipient from a third party who had the lawful right to disclose such information without restriction; or (d) Was independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information.
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Compelled Disclosures. In the event the Recipient is legally compelled by subpoena, court order, or similar process to disclose any Confidential Information, the Recipient shall (a) provide the Discloser with prompt written notice of such requirement to allow the Discloser to seek a protective order, (b) consult with the Discloser regarding the legality of resisting such disclosure, and (c) only disclose that portion of the Confidential Information which counsel advises is legally required.
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Permitted Parties and Representatives. The Recipient may disclose Confidential Information to its employees, officers, directors, and professional consultants (collectively, "Representatives") who have a "need to know" such information to evaluate a potential Work Order. The Recipient shall ensure that all Representatives are bound by confidentiality obligations no less restrictive than those herein and shall remain primary liable for any breach by its Representatives.
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Restricted Use and Competitive Advantage. The Recipient shall utilize the Confidential Information solely for the purpose of evaluating a Project or performing services under an active Work Order. Any other use, including use for competitive purposes, to gain an unfair market advantage, or to build a competing marketplace platform, is strictly prohibited.
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Ownership and Retrieval. All Confidential Information remains the exclusive property of the Discloser. Upon the Discloser’s written request or the termination of the Counterparty's account, the Recipient shall, within fifteen (15) days, return or destroy all physical and electronic embodiments of the Confidential Information. Recipient's retention of "Critical Infrastructure Information" (CII) is further governed by the post-completion data purge requirements set forth in the Privacy Policy.
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Term and Survival. This Agreement shall commence upon the Counterparty's first interaction with the Platform and remain in effect for the duration of the Counterparty's use of the Services. The obligations of confidentiality survive the termination or expiration of this Agreement for a period of five (5) years, provided that obligations regarding Trade Secrets and Critical Infrastructure Information shall survive in perpetuity.
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Disclaimer of Accuracy. The Discloser provides Confidential Information on an “as-is” basis. Neither Party makes any representation or warranty, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of the Confidential Information.
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Equitable Relief. The Recipient acknowledges that a breach of this Agreement would result in irreparable harm for which monetary damages are inadequate. Splicer Network is entitled to seek injunctive relief to restrain any breach without the necessity of posting a bond.
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Non-Competition and Non-Circumvention. (a) Non-Circumvention. The Parties acknowledge that Splicer Network’s business relationships with clients and vendors are valuable proprietary assets. During the term of this Agreement and for a period of twelve (12) months following the termination of the Parties' relationship, the Counterparty shall not, directly or indirectly, solicit business from or submit bids to any client of Splicer Network for whom Counterparty received Confidential Information or was introduced via the Platform. (b) Liquidated Damages. In the event of a breach of this Paragraph 12, Counterparty shall pay Splicer Network the sum of $25,000 as liquidated damages for each instance of circumvention. The Parties agree that this sum is a reasonable estimate of the damages Splicer Network would suffer and is not a penalty.
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Governing Law and Venue. THE LAWS OF THE STATE OF TEXAS GOVERN THIS AGREEMENT. THE EXCLUSIVE VENUE FOR ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE DALLAS COUNTY, TEXAS. THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY.
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Electronic Signatures and Corporate Authority. User acknowledges and agrees that by clicking "Accept" or otherwise interacting with the Platform, User is providing a legally binding electronic signature under the federal E-SIGN Act and the Texas Uniform Electronic Transactions Act (UETA). User explicitly represents and warrants that they possess the actual corporate authority to bind their registered business entity to all terms, indemnifications, and restrictive covenants contained herein.
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General Provisions. (a) Assignment. This Agreement shall not be assigned by either Party without the prior written consent of the other Party, except that Splicer Network may assign this Agreement in connection with a merger or sale of assets. (b) Severability. If any provision is held invalid, the validity of the remaining provisions will not be affected. (c) Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding confidentiality and supersedes all prior negotiations.
Contact Information
Nevantin Services, LLC, dba Splicer Network™ 603 Main St., Ste 201 Garland, TX 75040 hello@splicer.network