MUTUAL NON-DISCLOSURE, INVENTION ASSIGNMENT, AND NON-CIRCUMVENTION AGREEMENT
This
AGREEMENT is entered into by and between
LAUNCHCLOUD LABS LLC, a Florida Limited Liability Company (the “
Company”), and the undersigned participant (the “
Recipient”). This Agreement is effective as of the date signed by the Recipient, as recorded in the Company’s internal “Signature Log” (the “
Effective Date”).
1. DEFINITION OF CONFIDENTIAL INFORMATION
"
Confidential Information" shall mean any and all technical, business, and financial information disclosed by the Company to the Recipient, whether orally, in writing, or electronically. This includes, without limitation:
- All proprietary software architecture, algorithms, API logic, and source code.
- All hardware schematics, PCB designs, firmware, and bills of materials (BOM).
- All financial models, business strategies, customer lists, and unreleased product roadmaps.
2. INTELLECTUAL PROPERTY & INVENTION ASSIGNMENT
Recipient agrees that any and all work product—including but not limited to code, designs, documentation, and concepts—created, conceived, or developed by Recipient during their engagement (whether trial, contract, or full-time) shall be deemed a "
Work Made for Hire." Recipient hereby irrevocably assigns to the Company all right, title, and interest in and to such
Intellectual Property, globally and in perpetuity. This assignment applies regardless of the device or network used to create the work.
3. RESTRICTIVE COVENANTS
- (a) Non-Disclosure: Recipient shall hold all Confidential Information in strict confidence and shall not disclose it to any third party.
- (b) Non-Circumvention: Recipient shall not use the Company's Confidential Information to compete with the Company, circumvent the Company in any transaction, or solicit Company clients or employees.
4. TERM
The obligations of confidentiality shall survive for a period of
five (5) years from the date of disclosure. However, any information designated as a "
Trade Secret" shall be protected in perpetuity.
5. GOVERNING LAW & DISPUTE RESOLUTION (INTERNATIONAL ENFORCEMENT)
This Agreement shall be governed by the laws of the
State of Florida, USA. Any dispute arising out of this Agreement shall be settled by
binding arbitration administered by the
American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be
Brevard County, Florida. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, including courts in the Recipient's country of residence, pursuant to the
1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
6. INDEPENDENT CONTRACTOR STATUS & WAIVER
Recipient acknowledges they are an
independent contractor and
NOT an employee of the Company. Recipient explicitly waives any rights, benefits, or protections under the labor laws of their local jurisdiction (including but not limited to Pakistan, Philippines, Uzbekistan, or India) to the fullest extent permitted by law.
SUMMARY OF TERMS
To ensure full transparency, the following is a simplified summary of the key obligations:
- Confidentiality: You agree to safeguard the Company's proprietary information, including source code, hardware designs, and business strategies. This obligation persists for five years, with trade secrets protected indefinitely.
- Ownership of Work Product: All intellectual property created during your engagement is the sole property of the Company under a standard "Work Made for Hire" arrangement.
- Non-Circumvention: You agree not to use Company information to compete, bypass the Company in business dealings, or solicit its clients or personnel.
- Contractor Status: You are engaged as an Independent Contractor, responsible for your own tax and benefit obligations.
- Dispute Resolution: Any legal disputes will be resolved through binding arbitration in Florida, with awards enforceable globally under the New York Convention.