Control Your Own Personal Temperature — In Hours, Minutes, and Seconds.
Patented AI-Powered User-Controlled Personal Cooling or Warming — Embedded into Everyday Products.
COOLUWARMU.AI
Our Values
At CoolU WarmU™, LLC, we believe innovation should improve everyday life. We value integrity, safety, quality, collaboration, transparency, and fairness as we work with Manufacturers and strategic partners to bring Patented AI-Powered User-Controlled Personal Climate Technology.
Climate Technology designed for seamless integration across global athletic, defense, and medical apparel sectors. We are CURRENTLY OPEN to Strategic Licensing Partnerships with leading Manufacturers.
PATENTED AI-POWERED USER-CONTROLLED PERSONAL CLIMATE TECHNOLOGY
Intelligent Climate-Control Technology designed to provide Personal Cooling or Warming across Everyday Clothing, Footwear, Bedding, Medi Responder gear, and additional product categories.
CoolU WarmU AI represents a new category of patented AI-powered personal climate technology designed to give users control of personal cooling and warming for hours, minutes, and seconds across everyday environments and lifestyles. International patent protection has been pursued through the PCT system covering 160 Countries.
It includes
CONFIDENTIALITY, NON-DISCLOSURE, AND
This Confidentiality, Non-Disclosure, and Non-Circumvention Agreement ("Agreement") is effective as of the last date of signature below ("Effective Date") by and between Brenda Simmons dba Cool U Warm U ("Discloser") and the undersigned recipient ("Recipient") (each a "Party" or collectively as
Recipient
Recipient Point of
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WHEREAS, Discloser and Recipient desire to participate in discussions wherein Discloser will disclose certain information to Recipient involving certain patents held by Discloser. This information contains privileged or other confidential material belonging to Discloser, and it is the intent of Discloser to maintain and preserve all available privileges or other
WHEREAS, Discloser desires to disclose the information to Recipient for the limited purpose of permitting Recipient to consider a potential business arrangement, licensing opportunity, or transaction between Discloser
NOW THEREFORE, intending to be legally bound hereby, and upon the mutual promises contained herein, the Recipient and Discloser agree to the
CoolU WarmU™ Intelligent Climate-Control Technology is designed for Personal Cooling or Warming across multiple product categories, including Everyday Clothing, Footwear, Bedding, Medical Products, First-Responder Equipment, Industrial Gear, Transportation Seating Systems, and additional consumer applications.
CoolU WarmU™ represents a new category of Patented AI-Powered User-Controlled Personal Climate Technology designed to give users control of their preferred Personal Cooling or Warming for Hours, Minutes and Seconds across everyday environments and lifestyles. International patent protection has been pursued through the PCT system covering 159 Countries.
following terms
Terms
1. Confidential Information. "Confidential Information" means and includes any nonpublic information, ideas, and materials, whether or not marked "confidential" or "proprietary," that is disclosed to or obtained by Recipient, in oral, written, graphic, or machine-readable form, including without limitation that which relates to patents, patent applications, research, product plans, products, inventions, processes, designs, formulas, algorithms, source code, programs, business plans, agreements with third parties, services, customers, marketing, finances, or information gained by Recipient as a result of its discussions with Discloser, which considering all the circumstances surrounding the disclosure, ought reasonably to be understood by Recipient to be confidential or proprietary. Confidential Information shall also include the terms of this agreement.
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2. Exclusions from Confidential Information. Confidential Information does not include information that Recipient can demonstrate by
Is or becomes publicly known through no breach of this Agreement
Was already rightfully in the possession of Recipient prior to disclosure
Is independently developed by Recipient without the use of or reference to Discloser’s Confidential
Is rightfully obtained by Recipient from a third party who has the legal right to disclose it
3. Use of Confidential Information. The Recipient shall use Confidential Information exclusively for the purpose of evaluating potential business relationships and engagement with Discloser ("Business Engagement"). The Recipient shall not use or exploit for its own benefit, or that of any third party, and may make only such use of the Confidential Information as is expressly contemplated by this Agreement or as may otherwise be specifically authorized in writing
4. Nondisclosure of Confidential Information. The Recipient shall not disclose, produce, publish, permit access to, or reveal any Confidential Information to any person or entity without the express prior written consent of Discloser. However, such Confidential Information may be disclosed to the Recipient's Representatives who (i) have a need to know the Confidential Information in connection with the Business Engagement, and (ii) have been informed of and agree to abide by the terms of this Agreement. By allowing any such access, the Recipient agrees to be and remain jointly and severally liable for any use or disclosure by its Representatives in violation of this Agreement. In the event that the Recipient receives express prior written approval from Discloser to disseminate Confidential Information to a third party, the Recipient shall secure and provide to Discloser upon request a confidentiality agreement containing the material terms hereof signed by said third party prior to the dissemination. The Recipient warrants that it will apply commercially reasonable safeguards to protect the Confidential Information against unlawful or unauthorized access, use,
5. Nondisclosure of Existence of Negotiations. Without the express prior written consent of Discloser, the Recipient shall not, and shall direct its Representatives not to, disclose to any third party the fact that any discussions or negotiations between the Recipient and Discloser are taking place, or that a possible transaction between them is being considered, or any other facts with respect to those discussions or negotiations including the
6. Non-Circumvention. The Recipient hereby agrees that it will not, directly or indirectly, contact, deal with, do business with, or enter into any transaction with any manufacturer, developer, vendor, supplier, customer, contractor, or other third-party relationship introduced or disclosed by Discloser, for the purpose of bypassing or circumventing Discloser, without the express prior written consent
7. Notice of Required Disclosure. To the extent that the Recipient is required to disclose the Confidential Information pursuant to the legal requirements of any legal or administrative proceeding or investigation, the Recipient shall first provide advance notice to Discloser within three (3) business days of its knowledge of such legally required disclosure so that Discloser may, at its discretion, seek an appropriate protective order or such other remedy as Discloser deems necessary. Such notice to Discloser shall be provided both by telephone and
8. Defend Trade Secrets Act (DTSA) Immunity Notice. Notwithstanding anything to the contrary herein, Recipient is hereby notified that under the Defend Trade Secrets Act of 2016, an individual cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
9. Ownership of Confidential Information. The Recipient acknowledges that the Recipient has no ownership or proprietary rights in the Confidential Information. Nothing contained in this Agreement shall be deemed, by implication or otherwise, to convey to the Recipient any right, title, or interest in or to any Confidential Information.
10. Return or Destruction of Confidential Information. The Recipient shall promptly return or destroy all Confidential Information and/or all tangible materials embodying Confidential Information (in any form including, without limitation, all summaries, copies, and excerpts) upon the written request of Discloser, without retaining any copies or reproductions thereof. The Recipient shall reasonably expunge electronic copies of Confidential Information as is practicable and not prohibited by law. Confidential Information that cannot be returned or destroyed shall be kept strictly confidential and continue to be subject to this Agreement. The Recipient shall provide written certification of its compliance with this Section 10.
11. No Binding Agreement for Business Engagement. The Parties agree that neither Party will be under any legal obligation of any kind whatsoever with respect to the Business Engagement by virtue of this Agreement, except for the matters specifically agreed to herein. The Parties reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations at any time. This Agreement does not create a joint venture, partnership, or agency relationship between the Parties. If a Business Engagement moves forward, the express written non-disclosure provisions of any applicable transaction documents entered into between the Parties shall supersede this Agreement. In the event such provision is not provided for in subsequent transaction documents, this Agreement
12. No Warranty. The Recipient acknowledges that Discloser makes no representations or warranties of any kind, whether expressed or implied, with respect to the accuracy or completeness of the Confidential Information, nor shall Discloser have any duty or obligation to update or supplement the Confidential Information.
13. Nonexclusive. Nothing contained in this Agreement shall create or imply an exclusive relationship among the Parties. Nothing in this Agreement shall be construed to obligate Discloser to disclose any Confidential Information to the Recipient, or to preclude Discloser from disclosing information to any other person or entity.
14. Remedies. The Recipient acknowledges that Discloser would be irreparably harmed by a breach or threatened breach of this Agreement, and that it may be difficult to estimate damages resulting therefrom. Consequently, Discloser shall be entitled to injunctive or other equitable relief, as well as reasonable attorneys' fees, costs, and expenses, as may be appropriate to prevent a breach or secure enforcement, without forgoing any legal relief to which Discloser may otherwise be entitled. Discloser shall be entitled to preliminary and permanent injunctive relief without the necessity of showing irreparable harm or posting a bond, as well as to an equitable accounting of all profits or benefits arising out of such breach. To the extent that Discloser demonstrates it sustained monetary damages by reason of such breach, Discloser shall be entitled to recover the full measure of such damages, including all costs and expenses incurred in enforcing this Agreement.
15. Jury Waiver. The Recipient and Discloser hereby irrevocably waive, to the fullest extent permitted by law, all rights to a trial by jury in any action, proceeding, or counterclaim, whether in contract, statute, tort, or otherwise, relating to or arising out of this Agreement.
16. Term. The obligations of non-disclosure and non-use under this Agreement shall survive the termination of discussions and shall remain in effect for a period of fithteen( 15 ) years from the Effective Date, except with respect to any Confidential Information that constitutes a trade secret under applicable law, for which the obligations shall remain in effect for as long as such information remains a trade secret.
17. No Waiver. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof. No waiver shall be effective unless it is in writing and signed by the Party granting the waiver.
18. Severability. If any portion of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
19. Headings and captions used in this Agreement are for reference purposes only and shall not be used or relied upon in the interpretation of this Agreement.
20. Assignment. This Agreement shall not be assigned or transferred by either Party without the prior written consent of the other Party. All obligations contained in this Agreement shall extend to and be binding upon the Parties to this Agreement and their ssuccessors and permitted assigns.
HOW IT WORKS
HOW IT WORKS
HOW COOLU WARMU™ WORKS
CoolU WarmU™ is a Patented AI-Powered User-Controlled Personal Climate Technology designed to provide Personal Cooling or Warming based on the user’s preferred temperature and selected duration in HOURS, MINUTES AND SECONDS.
A closed-loop fluid system circulates temperature-controlled liquid through flexible tubing integrated into applicable products. The system is designed to recirculate the fluid while the user maintains control of the desired personal temperature. AI-enabled controls and sensors can assist in managing temperature conditions and system operation.
The technology is designed for integration across multiple product categories, allowing manufacturers to incorporate CoolU WarmU™ technology into their own products through Non-Exclusive Licensing Agreements.
Detailed engineering specifications, manufacturing methods and other proprietary information are provided only to qualified parties following appropriate confidentiality protections.