Party	Role
CANONIC Foundation (Dexter Hadley, Founder)	Disclosing Party
Geoff Seyon / Celeritas AI, Inc.	Receiving Party (Advisory Board)
MUTUAL — both parties' information protected equally

Scope

Confidential information covered by this agreement:

• CANONIC Foundation: architecture, MAGIC 255 governance language, patent portfolio (6 provisionals, 90 claims), FRAND licensing strategy
• Celeritas AI: Elsa product roadmap, proprietary algorithms, customer pipeline, DME/CMS contracting strategy
• Joint: CMS/Medicaid integration specifications, BAA governance models, procurement response strategies
• Financial: projections, fundraising pipeline, equity terms, advisory compensation

Regulatory Carve-Outs (Mandatory)

These are non-negotiable regulatory requirements that override NDA terms:

1. HIPAA BAA — PHI governed separately under 45 CFR 164.504(e). This NDA does not substitute for a Business Associate Agreement.
2. Medicaid Confidentiality — CMS data subject to 42 CFR Part 431 Subpart F. State Medicaid safeguarding requirements preserved independently.
3. Information Blocking — Exceptions per 45 CFR 171 (ONC). NDA terms cannot restrict interoperability mandates under 21st Century Cures Act.
4. Federal Procurement — Government-funded deliverables excluded per FAR 52.227-14. Data rights provisions supersede NDA for government contracts.
5. FRAND Obligation — CANONIC patents licensed on fair, reasonable, and non-discriminatory terms regardless of NDA status.

IP Boundary Protocol

Boundary	Owner	Protection
Elsa algorithms, training data, proprietary models	Celeritas AI	Full retention — no CANONIC claim
MAGIC 255 governance language, MAGIC kernel, patent portfolio	CANONIC Foundation	Full retention — no Celeritas claim
Joint integration specifications	Governed separately	IP assignment agreement at Phase 2
Pre-existing IP	Each party	Neither acquires rights through this engagement

Exclusions

Information excluded from confidentiality:

• Publicly available information
• Independently developed work
• Information received from third parties without restriction
• Information required by law or regulation, including:
  • CMS/HHS/OIG audit requests
  • State Medicaid fraud investigations
  • HIPAA breach notifications
  • Congressional or GAO inquiries

Duration

• Active period: 2 years from acceptance
• Surviving obligations: 3 years from termination
• Governing law: State of Florida

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Acceptance: Say “I agree” in the chat to accept. Your acceptance is ledgered, hash-chained, and immutable. Your GitHub identity becomes your legal signature.