Investors
Confidentiality agreement
This is the agreement you sign online before receiving the GenengineAI information memorandum. You can print or save this page for your records.
Confidentiality Agreement
Version 1.0, 14 November 2026. Between X77 USA LLC, a Wyoming limited liability company operating from Miami, Florida, for itself and its GenengineAI business (the "Company"), and the person or entity identified in the signature details below (the "Recipient").
1. Purpose. The Company will make available confidential information so that the Recipient can evaluate a possible investment in, or financing of, the Company or its GenengineAI business (the "Purpose").
2. Confidential Information. "Confidential Information" means all non-public information the Company or its representatives disclose to the Recipient in any form in connection with the Purpose, including any information memorandum, financial information, forecasts, product plans, technology, pricing, customer and partner information, and the fact that discussions are taking place, together with any notes or analyses the Recipient prepares from it.
3. Obligations. The Recipient will (a) use Confidential Information only for the Purpose; (b) keep it confidential and protect it with at least reasonable care; (c) disclose it only to its directors, officers, employees, partners and professional advisers who need to know it for the Purpose and who are bound by confidentiality duties at least as protective as this Agreement ("Representatives"); and (d) be responsible for any breach by its Representatives. The Recipient will not copy Confidential Information beyond what the Purpose requires, and will not reverse engineer any technology disclosed.
4. Exclusions. Confidential Information does not include information that the Recipient can show (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully known to the Recipient before disclosure; (c) was lawfully received from a third party free of any confidentiality duty; or (d) was independently developed without use of Confidential Information.
5. Required disclosure. If the Recipient is required by law, regulation or court order to disclose Confidential Information, it will, where lawful, give the Company prompt notice so the Company can seek protection, and will disclose only what is legally required.
6. Return or destruction. On the Company's request, the Recipient will promptly return or destroy all Confidential Information and confirm in writing that it has done so. The Recipient may keep copies required by law or made by routine automated backup, which remain subject to this Agreement.
7. No licence, warranty or commitment. All Confidential Information remains the Company's property. Nothing in this Agreement grants any licence. Confidential Information is provided "as is", without any representation or warranty as to accuracy or completeness. Neither party is obliged to proceed with any transaction.
8. Securities matters. Nothing provided under this Agreement is an offer to sell or a solicitation of an offer to buy any security. Any offer will be made only through definitive offering documents, to persons who qualify under applicable securities laws, and the Recipient will rely only on the representations made in those definitive documents. The Recipient acknowledges that Confidential Information may contain forward-looking statements that involve risk and uncertainty.
9. Term. The Recipient's obligations last for two (2) years from the date of signature. Obligations relating to any trade secret continue for as long as it remains a trade secret under applicable law.
10. Remedies. The Recipient agrees that damages may not be an adequate remedy for a breach and that the Company may seek injunctive or other equitable relief, in addition to any other remedy available.
11. Defend Trade Secrets Act notice. Under 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal.
12. Governing law and venue. This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws rules. The state and federal courts located in Miami-Dade County, Florida have exclusive jurisdiction over any dispute arising from it, and each party submits to that jurisdiction.
13. Electronic signature. The Recipient agrees to sign this Agreement electronically and agrees that its electronic signature, made by typing its name and selecting the agreement box, has the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act and applicable state law. The Company's record of the signature, including the name, email address, date and time, is evidence of the Recipient's assent.
14. General. This Agreement is the entire agreement between the parties on its subject and may be changed only in writing signed by both parties. The Recipient may not assign it without the Company's written consent. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. A person signing for an entity confirms that they have authority to bind that entity.
To sign, go to the investors page and choose "Information memorandum".