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NONDISCLOSURE AGREEMENT FOR SPLASHARK BETA TESTERS

This Nondisclosure Agreement is entered into as of the date of last signature below between:
  • SplashArk,IncATexasBasedCorporationWith
  • FullLegalNameOfBetaTesteran individual residing at [Full Address of Beta Tester] [Full Address of Beta Tester]AND
  • WHEREASSplashArk desires to provide the Tester with access to the Platform and certain Confidential Information (as defined below) solely for the purpose of testing, evaluating, and providing feedback on the Platform (the Purpose) and
  • WHEREASSplashArk desires to provide the Tester with access to the Platform and certain Confidential Information (as defined below) solely for the purpose of testing, evaluating, and providing feedback on the Platform (the Purpose) and
  • WHEREASthe Tester is willing to receive such access and Confidential Information under the terms and conditions set forth in this Agreement to protect its confidentiality and SplashArk’s intellectual property rights.
  • NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows

For purposes of this Agreement, “Confidential Information” shall mean any and all non-public information, whether tangible or intangible, disclosed by SplashArk to the Tester, or to which the Tester gains access, in connection with the Purpose, whether before or after the Effective Date, in any form whatsoever (whether written, oral, visual, electronic, or otherwise).

Let me know if you'd like the full agreement in editable format (like Word or PDF), or if you'd like additional clauses formatted (e.g., obligations, term, termination, etc.).

Definition of Confidential Information Here is the clean formatted text version of the additional section of the Nondisclosure Agreement for SplashArk Beta Testers from the image you provided

  • The Platform itself,Including
  • Technical information, including know-how, trade secrets, processes, techniques, methods, formulas, inventions (whether patentable or not), research and development activities, and technical specifications related to the Platform.
  • Business information, including product roadmaps, development plans and schedules, marketing strategies, financial information (if any disclosed), customer lists (if any disclosed), pricing strategies, business models, and any other proprietary business information of SplashArk.
  • BugReportsAndIssues.
  • Any notes, summaries, analyses, compilations, studies, or other documents or materials prepared by the Tester which contain, reflect, or are derived from any of the foregoing Confidential Information.
  • The very existence of the beta test program for SplashArk and the Tester’s participation in it, unless explicitly authorized in writing by SplashArk.
Obligations of Confidentiality

The Tester shall:

Hold in Strict Confidence:

Hold all Confidential Information in the strictest confidence and shall not, directly or indirectly, disclose, disseminate, publish, or make available any Confidential Information to any third party whatsoever, without the prior express written consent of SplashArk.

No Copying or Reverse Engineering:

Not copy, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Platform or any part thereof, except as may be expressly permitted by SplashArk in writing.

Standard of Care:

Exercise at least the same degree of care to protect the Confidential Information from unauthorized use or disclosure as the Tester uses to protect their own confidential information of a similar nature, but in no event less than a reasonable degree of care.

Restricted Access:

Limit access to the Confidential Information to only those of its employees or contractors (if applicable and approved in writing by SplashArk) who have a “need to know” for the Purpose and who are bound by written confidentiality obligations no less restrictive than those contained herein. The Tester shall be responsible for any breach of this Agreement by such employees or contractors.

Notice of Unauthorized Disclosure:

Immediately notify SplashArk in writing of any unauthorized use, disclosure, or loss of Confidential Information, or any breach of this Agreement, and take all reasonable steps to mitigate the effects of such unauthorized use, disclosure, loss, or breach.

Exclusions from Confidential Information

Was rightfully known to the Tester prior to its disclosure by SplashArk without any obligation of confidentiality;

  • Is or becomes publicly known through no wrongful act or omission of the Tester
  • Is rightfully received by the Tester from a third party who is not under any obligation of confidentiality to SplashArk and who has the lawful right to make such disclosure; or
  • Is independently developed by the Tester without use of or reference to any Confidential Information of SplashArk.
  • Intellectual Property Rights
Ownership:

The Tester acknowledges and agrees that SplashArk is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Platform, all Confidential Information, and all intellectual property rights therein, including but not limited to all patents, copyrights, trademarks, trade secrets, and other proprietary rights (collectively, “SplashArk IP”).

No License:

This Agreement does not grant the Tester any license, right, title, or interest in or to any SplashArk IP, except for the limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and Confidential Information solely for the Purpose and strictly in accordance with the terms of this Agreement.

Feedback:

The Tester may, from time to time, provide suggestions, comments, ideas, improvements, modifications, or other feedback (collectively, “Feedback”) to SplashArk with respect to the Platform or Confidential Information. The Tester agrees that all such Feedback, whether or not solicited by SplashArk, shall be deemed the sole and exclusive property of SplashArk. The Tester hereby irrevocably assigns to SplashArk all of its right, title, and interest in and to all Feedback, including all intellectual property rights therein. The Tester agrees to execute any documents and take any other actions reasonably requested by SplashArk to effectuate such assignment and to assist SplashArk in obtaining, maintaining, and enforcing its intellectual property rights in the Feedback.

Term and Termination:

Term of Agreement: This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by SplashArk upon written notice to the Tester.

Term and Termination:

Term of Agreement: This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by SplashArk upon written notice to the Tester.

Duration of Confidentiality Obligations:
  • The Tester’s obligations of confidentiality and non-use with respect to Confidential Information shall survive the termination or expiration of this Agreement and shall continue for a period of [Specify duration, e.g., five (5) years] from the date of disclosure of such Confidential Information, or, with respect to trade secrets, for as long as such information remains a trade secret under applicable law. Notwithstanding the foregoing, the obligations of confidentiality with respect to the Platform itself (including its source code, design, and fundamental concepts) shall remain in effect indefinitely.
  • Return to SplashArk all documents, materials, and media of any kind containing or embodying Confidential Information, including all copies thereof; or
  • Is rightfully received by the Tester from a third party who is not under any obligation of confidentiality to SplashArk and who has the lawful right to make such disclosure; or
  • At SplashArk’s option, destroy all such documents, materials, and media and provide SplashArk with a written certification signed by an authorized representative of the Tester (or the Tester)
  • ArchivalCopy
No Warranty:

THE TESTER ACKNOWLEDGES AND AGREES THAT THE PLATFORM AND ALL CONFIDENTIAL INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE. SPLASHARK DISCLAIMS ALL LIABILITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE, ARISING OUT OF OR IN CONNECTION WITH THE TESTER’S USE OF OR INABILITY TO USE THE PLATFORM OR RELIANCE ON ANY CONFIDENTIAL INFORMATION.

No Warranty:

THE TESTER ACKNOWLEDGES AND AGREES THAT THE PLATFORM AND ALL CONFIDENTIAL INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND...

Governing Law and Jurisdiction. :

This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State, e.g., Delaware], without regard to its conflict of laws principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the federal or state courts located in [Insert County and State, e.g., New Castle County, Delaware], and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

This Agreement constitutes the entire understanding...

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating thereto. This Agreement may not be amended, modified, or waived except by a written instrument signed by duly authorized representatives of both parties.

Severability:

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and shall be construed so as to best effectuate the original intent of the parties.

Waiver :

No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege

Assignment::
  • The Tester cannot assign or transfer any rights or obligations under the Agreement without written consent from SplashArk.
  • Any unauthorized transfer is void.
  • SplashArk can freely assign or transfer its rights/obligations.
  • The Agreement benefits and binds successors and assigns of both parties.
Notices
  • delivered personally,
  • sent by email with confirmation and a follow-up copy by recognized courier or mail,
  • sent by registered or certified mail with return receipt (three business days).
Relationship of the Parties
  • All notices must be in writing and are considered delivered when
  • The Agreement does not create a partnership, joint venture, employment, or agency relationship.
  • The Tester is an independent contractor, not an employee or agent of SplashArk.
  • sent by recognized overnight courier (one business day),
  • sent by registered or certified mail with return receipt (three business days).
Acknowledgment of Understanding
  • The Tester acknowledges they have:
  • Read the Agreement,
  • Understand its terms, and had the chance to consult legal counsel.