Non-Disclosure Agreementt

This website contains information that is proprietary to Scianta Analytics LLC. Unauthorized disclosure of this information may cause harm to the compeny.

In addition, certain information on this website is the proprietary information of Scianta Analytrics' partners and customers.  You may be asked to sign the following Non-Disclosure Agreement prior to being granted access to certain partner-proprietary or customer-proprietary content.

NON-DISCLOSURE AND PROPRIETARY INFORMATION AGREEMENT

SPECIMEN COPY

In consideration of my business relationship, with Scianta Analytics, LLC. its successors and assigns ("Company") and myself, <<Investor Name & Principal Address>>, I agree as follows:

1.  Nondisclosure.

  1. Recognition of Company's Rights; Nondisclosure.  At all times during my business relationship with Company and thereafter, I will hold in strictest confidence and will not, disclose, transmit, disseminate, copy, publish or use, or allow any other person or entity to do so, any of Company's Proprietary Information (defined in Section 1.2 below), except as such disclosure or use is required in connection with my business relationship with Company, or unless authorized in writing by Company’s Manager.  I assign to Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of Company.
  2. Proprietary Information.  "Proprietary Information" means any and all confidential, private, proprietary knowledge, data or information of Company.  By way of illustration, but not limitation, "Proprietary Information" includes (a) trade secrets, inventions, products, ideas, processes, data, programs, codes, database designs, software designs, software source codes, object codes, documentation algorithms and methods, including, but not limited to fuzzy logic, genetic algorithms and self organizing maps, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, patents, trademarks, service marks, copyrighted materials (collectively referred to as "Inventions"); (b) information concerning customers, clients,  subscribers or users of Company services, products, web sites, including billing rates; (c) film and video elements in any form or format, whether or not they appear on Company’s web sites; (d) information regarding plans for research, development, new products, marketing, selling, business plans, budgets, financial information, banking information, passwords, login names, email addresses, web site information, licenses, prices and costs; and (e) compensation of employees, independent contractors, or vendors of Company.  Notwithstanding the foregoing, I am free to use information which is generally known in the trade or industry and which is not gained as result of a breach of this Agreement.  
  3. Third Party Information.  I understand that Company has received, and in the future will receive, from third parties, confidential, proprietary, or private information ("Third Party Information") subject to a duty on Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes.  During my business relationship with Company and thereafter, I will hold Third Party Information in the strictest confidence and unless authorized by Company’s Board of Directors of Company, will not disclose to anyone or use, except in connection with my business relationship to Company, such Third Party Information.
  4. No Improper Use of Information of Prior Employers and Others.  During my business relationship with Company, I will not improperly use or disclose any confidential information or trade secret of any former business relationship or employer or any other person to whom I have an obligation of confidentiality.    
  1. Additional Activities.  During my business relationship with Company I will not, without the prior written consent of Company's Manager, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my business relationship with Company.  During my business relationship with Company and for one (l) year after the termination of such relationship, I will not, either directly or through others, solicit or attempt to solicit any employee, independent contractor, customer, client, or consultant of Company to terminate or materially alter his or her relationship with Company or to become an employee, consultant, or independent contractor to or for any other person or entity. 
  2. No Conflicting Obligation.  I represent that my business relationship with Company does not and will not breach any agreement with any other person or entity and I will not enter into any such agreement during my business relationship with Company.
  3. Return of Company Documents.  When my business relationship with Company ends, I will deliver to Company any and all materials, including all copies, containing or disclosing any Company Inventions, Third Party Information or Proprietary Information.  I further agree that any property situated on Company's premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. 
  4. Indemnity.  I will indemnify, defend and hold Company and its officers, directors, employees, agents and representatives harmless from and against any and all claims, demands, actions, losses, liabilities, damages, costs, expenses and judgments of every kind and description whatsoever, including, but not limited to attorney’s fees, arising out of or in any way related to my negligence, omission or willful misconduct or breach of this Agreement.
  5. Legal and Equitable Remedies.  During my business relationship with Company, I may have access to and become acquainted with the Proprietary Information of Company.   Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that Company may have for a breach of this Agreement.
  6. Notification of New Employers or Contracting Parties.  I consent to allow Company to notify any of my new employers or new contracting parties of this Agreement as well as its terms, rights and obligations.
  7. General Provisions.
    1. Governing Law; Consent to Personal Jurisdiction.  This Agreement, and all related disputes, shall be interpreted according to Florida law, without regard to its conflict of interest principles, and the sole and exclusive venue and jurisdiction for all disputes shall be Palm Beach County, Florida. 
    2. Successors and Assigns.  Company may assign this Agreement without my consent.  I may not assign this Agreement except with the prior written consent of Company’s Manager.  This Agreement will be binding upon my heirs, executors, administrators and other legal representatives.
    3. Survival.  The provisions of this Agreement including, but not limited to, my agreement not to disclose Proprietary Information, shall survive termination of my business relationship with Company and assignment of this Agreement by Company to any successor or other assignee.
    4. Waiver.  No waiver by Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach.  No waiver by Company of any right under this Agreement shall be construed as a waiver of any other right.  Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.
    5. Entire Agreement.  This Agreement is the final, complete and exclusive agreement of the parties with respect to its subject matter and supersedes all prior discussions or agreements between us.  No modification or amendment to this Agreement will be effective unless in writing and signed by the parties.  

          9.6     Effective Date.  This Agreement is effective as of the first day of my business relationship with Company, on or about <<NDA Date>>.

 

<<Investor Entity Name if Appropriate>>

 

 

 

________________________________

Printed Name: <<Investor>>

 

Scianta Analytics, LLC.

 

 

 

________________________________

William E Thackrey

Chief Executive Officer

 

                                                                       

Click on the icon to download an example copy of this agreement as a PDF document.  You may be sent a Docusign signing request via emai for access to certain customer or partner-proprietary information.