HIKARU
A market for what you'll become.
Investor Data Room
This data room contains confidential materials for prospective investors in Hikaru Holdings, Inc., the company building HIREX — the world's first regulated exchange for individual income trajectories. Contents include the pre-seed financial estimates from the v6 financial model, the deeptech deck on the Irving Engine, the fintech deck on the exchange and its regulatory pathway, and tailored briefings for generalist, angel, family office, and sovereign wealth investors.
Access is granted per-request. Every document view is logged.
Mutual Non-Disclosure Agreement — Hikaru Holdings, Inc.
1. Purpose
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into between Hikaru Holdings, Inc., a Delaware corporation ("Hikaru"), and the individual requesting access (the "Recipient") for the purpose of evaluating a potential investment relationship. In connection with that purpose, Hikaru may disclose certain confidential financial, technical, and business information through this data room.
2. Confidential Information
"Confidential Information" means all non-public information disclosed by Hikaru through this data room or otherwise, including without limitation: financial models, projections, estimates and cap table information; the architecture, methodology, and validation framework of the Irving Engine and related source materials; regulatory strategy and application materials; fee architecture and pricing; business plans, investor materials, and pitch decks; and any information derived from the foregoing. Confidential Information includes information disclosed before or after the date of acceptance.
3. Obligations
The Recipient agrees to: (a) hold all Confidential Information in strict confidence and protect it with at least the degree of care used for the Recipient's own confidential information, and no less than reasonable care; (b) use Confidential Information solely to evaluate a potential investment in Hikaru; (c) not disclose Confidential Information to any third party except directors, officers, employees, and professional advisors with a need to know who are bound by obligations at least as protective as these; and (d) not copy, reproduce, summarize, or redistribute data room materials without Hikaru's prior written consent.
4. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Recipient prior to disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of the Confidential Information. Disclosure required by law or regulation is permitted with prompt prior notice to Hikaru where legally permissible.
5. No License; No Obligation
All Confidential Information remains the property of Hikaru. Nothing in this Agreement grants any license, under patent, copyright, trade secret, or otherwise, to the Recipient. Nothing in this Agreement obligates either party to proceed with any transaction.
6. Term
This Agreement takes effect upon the Recipient's electronic acceptance and continues for three (3) years from the date of acceptance, except that obligations with respect to trade secrets survive for as long as such information remains a trade secret.
7. Return or Destruction
Upon Hikaru's written request, the Recipient will promptly return or destroy all copies of Confidential Information in its possession and certify such destruction in writing.
8. Remedies
The Recipient acknowledges that unauthorized disclosure may cause irreparable harm for which monetary damages are an inadequate remedy, and that Hikaru is entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law.
9. Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.
10. Acceptance
By checking "I Accept the NDA" and submitting the access request form, the Recipient acknowledges that they have read, understood, and agree to be bound by this Agreement, and that electronic acceptance constitutes a legally binding signature.