WHEREAS, in order to further advance and facilitate discussions regarding a possible business relationship between CYNTHETIC SYSTEMS and Reviewer, it may be necessary or desirable for each of CYNTHETIC SYSTEMS and Reviewer to disclose to the other party hereto certain confidential and proprietary information, as described more fully below.
AND WHEREAS it is the intention of CYNTHETIC SYSTEMS and Reviewer that each of them shall have the rights and remedies of the “Discloser” set forth herein with respect to its own Confidential Information (as defined in Section 2 hereof) and that each of them shall have the obligations of the “Recipient” set forth herein with respect to the other party’s Confidential Information and, accordingly, each of CYNTHETIC SYSTEMS and Reviewer shall be referred to as the “Discloser” herein with respect to its own Confidential Information and the “Recipient” with respect to the other party’s Confidential Information.
AND WHEREAS, the Discloser and the Recipient wish to define the agreed upon terms and conditions upon which the Discloser is willing to disclose such confidential and proprietary information to the Recipient and the Recipient is willing and able to accept and undertake such terms, conditions, duties, and responsibilities, including , but not limited to, to treat such information as strictly confidential.
NOW, THEREFORE, in consideration of the premises contained herein, the Recipient hereby warrants, represents, covenants, and agrees as follows:
1. Access To Information. The Recipient, in the course of discussions with the Discloser, its affiliates, agents, representatives, or employees, through examination of the Discloser’s records and business, or otherwise, may have access to or learn certain information belonging to the Discloser that is proprietary and confidential, as described more fully below.
2. Confidential Information: “Confidential Information” is defined as any and all financial, legal, technical, commercial, or other information concerning the business and affairs of the Discloser or its affiliates, including, without limitation, any information contained in or related to any business plan of Discloser, its affiliates or subsidiaries, trade “know-how,” trade secrets, products, customer lists, operational methods, marketing plans and strategies, product development techniques or plans, business acquisition plans, methods of manufacture, technical processes, designs and design projects, inventions and research programs, software, algorithms, drawings, analysis, compilations, studies, designs, research, notes, memoranda, records, development data, sketches, or other materials prepared by either the Discloser, its subsidiaries or affiliates, or the Recipient, its affiliates, agents, employees, or representatives based upon Confidential Information. The existence of these discussions and the terms of any proposed venture also are considered to be Confidential Information.
3. Disclosure.“Disclosure” of Confidential Information by Discloser, its affiliates, agents or employees to the Recipient, its affiliates, representatives, agents, or employees shall refer to any disclosure, whether verbal, in writing, or any other form. “Disclosure” of Confidential Information by Recipient to any of its affiliates, representatives, agents, employees or any third party, shall refer to any disclosure, whether verbal, in writing, or any other form.
4. Non-Disclosure. Recipient shall keep strictly confidential all Confidential Information and will not, without the express prior written authorization of the Discloser, signed by an authorized officer of the Discloser, disclose to anyone in any manner, in whole or in part, or use, sell, transfer or market any Confidential Information other than for the purpose of conducting the business relationship described above, and only in strict compliance with the terms, conditions, and requirements of this Confidentiality Agreement. Recipient may disclose the Confidential Information only to such of its agents, affiliates, representatives and employees with a “need-to-know” the Confidential Information to further the business relationship between the Recipient and the Discloser, as contemplated below in this Confidentiality Agreement, to with:
Prior to disclosing any Confidential Information to a party with a “need-to-know,” the Recipient shall inform such party of the confidential nature of the Confidential Information and the obligations of the Recipient hereunder. The Recipient shall be liable for any breach of this Confidentiality Agreement by any of its affiliates, agents, representatives, employees or any other party to whom it provides access to Confidential Information. Recipient shall not make copies of the Confidential Information, except upon the prior written authorization of the Discloser, signed by one of the Discloser’s authorized officers. Recipient shall not remove any copy or sample of Confidential Information from the premises of the Discloser without such prior written authorization.
5. Ownership; Return of Confidential Information. The Recipient hereby acknowledges that all Confidential Information is considered confidential by the Discloser and the exclusive property of the Discloser, including, without limitation, all copyrights, trade secrets, or other intellectual property rights therein. All Confidential Information shall remain the property of the Discloser and shall be used by the Recipient and other parties authorized pursuant hereto only for the purpose herein described. Such Confidential Information, including copies thereof, shall be returned to the Discloser (including, without limitation, all materials, documents, drawings, sketches, designs and specifications) or destroyed upon the termination or expiration of this Confidentiality Agreement, or upon the earlier request of the Discloser.
6. Nondisclosure and Noncompetition. At all times while this agreement is in force and after its expiration or termination, Reviewer agrees to refrain from disclosing Cynthetic Systems’ customer lists, trade secrets, or other confidential material. Reviewer agrees to take reasonable security measures to prevent accidental disclosure and industrial espionage:
(b) While this agreement is in force, the Reviewer agrees to use [his/her] best efforts to abide by the nondisclosure and noncompetition terms of this agreement; After expiration or termination of this agreement, Reviewer agrees not to compete with Cynthetic Systems for a period of 3 years within a 20-mile radius of any location. This prohibition will not apply if this agreement is terminated because Cynthetic Systems violated the terms of this agreement. Competition means creating, owning or working for a business of exact or similar Cybersecurity, AI Services, Securing Gen AI, Security Cameras, Building Security, Methamphetamine or Fentanyl Alarms.(c) Reviewer agrees to pay liquidated damages in the amount of $100,000 or any violation of the covenant not to compete contained in subparagraph (b) of this paragraph.
7. Survival of Obligations and Responsibilities of Recipient. The obligations and responsibilities of Recipient hereunder, including, but not limited to, the obligation to maintain confidentiality, to prevent unauthorized disclosure, and to return the Confidential Information to the Discloser, shall survive any termination or expiration of this Confidentiality Agreement.
8. Automatic Trigger of Obligation of Recipient to Return All Confidential Information to Discloser. The Recipient shall be automatically obligated to return all Confidential Information to the Discloser as contemplated by Section 5, within 180 days of the date of this Confidentiality Agreement, unless otherwise directed by the Discloser in writing.
9. Information Developed During the Parties’ Business Negotiations. The restriction contained in this Agreement shall include Confidential Information and trade secrets developed in the course of the parties’ business negotiations.
10. Duration of Agreement. The obligations imposed on Recipient shall continue with respect to the Confidential Information even if the parties hereto are unable to reach an Agreement for the marketing, promotion, and distribution and financing of the trade secrets developed and designed by Discloser, and such obligations shall not terminate until such time as the Confidential Information shall cease to be secret and confidential and shall be in the public domain, unless such event shall have occurred as a result of wrongful conduct by the Recipient or Recipient’s agents, servants, officers, or employees or a breach of the covenants set forth in this Agreement.
11. Equitable Relief. Recipient acknowledges and agrees that a breach of the provisions of this Agreement would cause Discloser to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, Recipient agrees that Discloser shall have the right to seek specific performance of the provisions of this Agreement to enjoin a breach or attempted breach of the provisions thereof, such right being in addition to all other rights and remedies that are available to Discloser at law, in equity, and otherwise.
12. Severability of Clauses. If any provision of this Agreement or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications therein shall not in any way be affected or impaired.
13. Entire Understanding. This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof and may not be modified, changed, or amended, except by a writing signed by the party to be charged.
14. Governing Law, Jurisdiction, and Venue. This Agreement, regardless of where made, shall be construed and enforced in accordance with the laws of the State of Colorado applicable to agreements to be executed and performed wholly within the State of Colorado. The Recipient hereby consents to jurisdiction in the State District Court for the City and County of Denver, State of Colorado or, in cases of diversity, in the Federal District Court for the District of Colorado, State of Colorado. Venue for any controversy or claim between or among the parties, including, but not limited to, those arising out of or relating to this Confidentiality Agreement or any related agreements or instruments shall only be proper in the City and County of Denver, State of Colorado, either in the State District Court for the City and County of Denver, State of Colorado or, in cases of diversity, in the Federal District Court for the District of Colorado, State of Colorado.
15. Attorney’s Fees and Costs. Any actual attorney’s fees and costs incurred from the enforcement of this Agreement shall be borne by the defaulting party.
16. Duplicate, Scanned and Digital Originals. This Agreement may be executed in duplicate originals. If the Agreement is executed and returned in digital format, such digital copy shall be binding as if executed in person by original signature.
Executed as of the date first above written.
Name: Gregory Tanner
Title: CEO –Cynthetic Systems LLC, Cynthetic Systems AI LLC, Cynthetic Controls LLC
