MUTUAL NON-DISCLOSURE, INVENTION ASSIGNMENT, AND NON-CIRCUMVENTION AGREEMENT
This AGREEMENT is entered into by and between LaunchCloud Labs, a Florida company, with offices at 575 S Wickham Rd Ste F, Melbourne, FL 32904 (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 dealings with the Company (whether trial, pre-employment, internship, contract, full‑time, or vendor relationship) shall, to the fullest extent permitted by law, 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
ten (10) 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. NATURE OF THE RELATIONSHIP
This Agreement does not by itself create an employment, partnership, joint venture, or agency relationship of any kind. The Recipient’s specific legal status (e.g., employee, independent contractor, intern, vendor, or otherwise) is determined solely by a separate written agreement or by the explicit terms of the engagement between the parties. Nothing in this Agreement shall be construed to waive or diminish any rights, protections, or benefits the Recipient may be entitled to under applicable law, unless such waiver is set forth in a separate, legally enforceable document signed by the Recipient.
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 ten years, with trade secrets protected indefinitely.
- Ownership of Work Product: All intellectual property created during your dealings with the Company 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.
- Relationship of the Parties: This Agreement does not establish any particular legal relationship (employee, contractor, intern, vendor, etc.). Your actual status is fixed by a separate contract or the terms of your engagement. This Agreement does not waive any rights you may have under local law.
- Dispute Resolution: Any legal disputes will be resolved through binding arbitration in Florida, with awards enforceable globally under the New York Convention.