BOMSync intellectual property, confidentiality, patent-pending technology, and proprietary methods notice and agreement

Effective date: The date on which the Participant first accesses the BOMSync platform.

This Intellectual Property, Confidentiality, Patent-Pending Technology, and Proprietary Methods Notice and Agreement (“Agreement”) is entered into by and between:

(i) BOMSync, Inc., a Delaware corporation, if and when duly formed, or if BOMSync, Inc. has not yet been formed as of the Effective Date, Geoffrey M. Jennings, solely in his capacity as founder, owner, assignor, and authorized controller of the BOMSync technology and related intellectual property (the “Company”); and

(ii) the individual or entity accepting this Agreement (“Participant”).

For clarity, Participant acknowledges and agrees that, prior to formal assignment to BOMSync, Inc., any and all rights in the BOMSync platform, including all related inventions, patent rights, applications, trade secrets, copyrights, know-how, confidential information, and proprietary methods, are owned or controlled by Geoffrey M. Jennings and/or his affiliates, successors, or assigns, and that upon formation of BOMSync, Inc. such rights may be assigned, licensed, or otherwise transferred to BOMSync, Inc. without further notice to Participant. Any reference in this Agreement to the “Company” includes Geoffrey M. Jennings as interim owner/controller and BOMSync, Inc. and its successors and assigns thereafter.

1. Notice of confidential, proprietary, and patent-pending status

1.1 Proprietary technology notice

Participant is hereby placed on notice that the BOMSync platform includes confidential, proprietary, and trade secret technology, including proprietary methods, systems, workflows, software logic, interfaces, data structures, computational processes, business rules, and related technical and commercial implementations.

1.2 Patent-pending and patent filing notice

Participant further acknowledges that certain aspects of the BOMSync platform may be the subject of one or more filed patent applications, including provisional, non-provisional, continuation, continuation-in-part, divisional, foreign, and PCT applications, and that additional applications may be filed in the future. Participant understands that “patent pending” or similar language indicates only that a patent application has been filed, and that patent rights arise only if and when an applicable patent is granted.

1.3 No license by notice

This notice does not grant Participant any right to copy, reproduce, disclose, commercialize, reverse engineer, derive from, benchmark, or otherwise use any non-public BOMSync technology except as expressly permitted under this Agreement and the BOMSync Beta NDA.

2. Definitions

2.1 “Platform”

“Platform” means the BOMSync software, applications, databases, APIs, user interfaces, documentation, workflows, outputs, models, designs, data mappings, logic, and all related materials made available to Participant.

2.2 “Confidential Information”

“Confidential Information” means all non-public information disclosed, made available, or otherwise exposed to Participant, directly or indirectly, through access to the Platform or related communications, whether oral, visual, written, electronic, functional, demonstrative, or observational, including without limitation:

• (a) software behavior, features, screen flows, workflows, outputs, calculations, architecture, schemas, APIs, methods, and logic;
• (b) inventions, discoveries, techniques, processes, business methods, designs, algorithms, data structures, and implementation details;
• (c) product plans, beta features, technical documentation, source-related information, commercial strategy, and roadmap information; and
• (d) any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2.3 Exclusions

Confidential Information does not include information that Participant can demonstrate by competent written evidence:

• (a) was lawfully known to Participant without restriction before disclosure by the Company;
• (b) becomes public through no breach of this Agreement or any other duty owed to the Company;
• (c) is lawfully received from a third party without breach of any duty of confidentiality; or
• (d) is independently developed by Participant without use of or reference to the Company’s Confidential Information.

2.4 “Feedback”

“Feedback” means any suggestion, idea, enhancement request, bug report, comment, recommendation, or other input relating to the Platform.

3. Limited beta license

3.1 Limited evaluation right

Subject to this Agreement and the BOMSync Beta NDA, the Company grants Participant a limited, personal or internal-business, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for Participant’s internal evaluation of the BOMSync beta offering for the permitted evaluation purpose described in the BOMSync Beta NDA (“Permitted Purpose”).

3.2 Restrictions

Except as expressly permitted in writing by the Company, Participant shall not:

• (a) use the Platform for any commercial exploitation, competitive analysis, production deployment, or timesharing/service bureau purpose;
• (b) copy, modify, adapt, translate, create derivative works from, or otherwise exploit the Platform or any Confidential Information;
• (c) permit access to the Platform except to Participant’s authorized representatives who are bound by written obligations at least as protective as this Agreement and the BOMSync Beta NDA;
• (d) remove, alter, or obscure any confidentiality, proprietary, or intellectual property notice.

4. Scope of protection

4.1 Covered subject matter

The protections set forth in this Agreement apply to all Confidential Information and proprietary subject matter embodied in, disclosed by, or reasonably inferable from authorized access to the Platform, including trade secrets, know-how, technical and business methods, software logic, workflows, interface designs, data structures, integration methods, and related implementations.

4.2 No limitation by non-enumeration

The Company does not enumerate specific patent claims, trade secrets, or proprietary methods in this Agreement. The omission of a specific item from this Agreement does not mean that such item is non-confidential, non-proprietary, or not subject to intellectual property protection.

4.3 Later-filed applications and later-disclosed matter

The Company may file additional patent applications and may disclose additional confidential subject matter during the beta period or thereafter. Such later-disclosed subject matter will be protected under this Agreement to the extent it constitutes Confidential Information or other protectable intellectual property disclosed or made available to Participant.

5. Prohibited conduct

Participant shall not, directly or indirectly, and shall not permit any third party to:

• (a) reproduce, replicate, copy, or implement any non-public BOMSync method, process, workflow, system, architecture, or technology, in whole or in part, except as expressly authorized in writing by the Company;
• (b) reverse engineer, decompile, disassemble, analyze, scrape, inspect, benchmark, monitor, test, or otherwise attempt to discover source code, underlying ideas, non-public functionality, structure, sequence, organization, training logic, decision rules, or implementation details of the Platform, except to the limited extent such restriction is prohibited by non-waivable applicable law;
• (c) disclose, publish, distribute, or communicate any Confidential Information to any third party, including employers, clients, investors, academic institutions, standards bodies, consultants, contractors, media, analysts, or competing software developers, except as expressly permitted in writing by the Company;
• (d) file, cause to be filed, support, or assist in filing any patent, utility model, design right, copyright registration, database right, trade secret claim, or other intellectual property claim or application anywhere in the world that is based on, derived from, or materially informed by the Company’s Confidential Information;
• (e) incorporate, adapt, contribute, or disclose any Company Confidential Information or non-public BOMSync methods into any open-source project, public specification, standards proposal, benchmark publication, training material, or public-facing documentation;
• (f) use the Platform or its outputs to develop, refine, train, validate, benchmark, or market any competing product, service, workflow, or database architecture;
• (g) circumvent, disable, or undermine any security, access control, logging, watermarking, monitoring, contractual, or technical protection measure implemented by the Company.

6. Ownership

6.1 Company ownership

As between the parties, all right, title, and interest in and to the Platform, the Confidential Information, all related inventions, discoveries, methods, processes, trade secrets, know-how, software, documentation, works of authorship, databases, trademarks, service marks, patent rights, patent applications, and all derivative or improvement rights therein are and shall remain exclusively vested in the Company.

6.2 Founder ownership prior to assignment

To the extent any such rights are held personally by Geoffrey M. Jennings before formal assignment to BOMSync, Inc., Participant acknowledges such ownership and agrees that Geoffrey M. Jennings shall be an intended beneficiary of this Agreement with independent authority to enforce it before and after assignment.

6.3 No implied license

Except for the limited license expressly granted in Section 3, no license or other right is granted by implication, estoppel, exhaustion, or otherwise under any patent, patent application, copyright, trade secret, trademark, or other intellectual property right.

7. Feedback

7.1 Feedback assignment and license

If Participant provides Feedback, Participant hereby irrevocably assigns to the Company all right, title, and interest, if any, in and to such Feedback and all associated intellectual property rights therein. To the extent any such rights cannot be validly assigned under applicable law, Participant grants the Company an irrevocable, perpetual, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, modify, adapt, create derivative works from, commercialize, disclose, and otherwise exploit such Feedback for any purpose without restriction or compensation.

7.2 Waiver

To the fullest extent permitted by applicable law, Participant waives any moral rights or similar rights in such Feedback.

8. Publicity and external disclosure

Participant shall not, without the Company’s prior written consent:

• (a) make any public statement regarding the Platform or Participant’s access to it;
• (b) publish any review, benchmark, analysis, screenshot, video, case study, paper, or technical commentary regarding the Platform;
• (c) use the Company’s name, founder’s name, trademarks, logos, product names, screenshots, or other identifying material in any public or commercial context.

9. Compelled disclosure

If Participant is required by law, regulation, subpoena, or court order to disclose any Confidential Information, Participant shall, to the extent legally permitted, provide prompt written notice to the Company so that the Company may seek a protective order or other appropriate remedy. Participant shall disclose only the minimum portion legally required.

10. Remedies

10.1 Injunctive relief

Participant acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. The Company shall therefore be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies, in addition to any other rights and remedies available at law or in equity.

10.2 Trade secret remedies

Unauthorized disclosure or misuse of the Company’s Confidential Information or trade secrets may constitute misappropriation under applicable law, including the Defend Trade Secrets Act, 18 U.S.C. § 1836, and applicable state law.

10.3 Patent remedies

If and to the extent any Company technology later becomes covered by one or more issued patents, unauthorized activities by Participant that fall within the scope of any issued claim may constitute patent infringement under applicable law. The Company reserves all rights to seek any remedies available under applicable patent law after issuance, including injunctive relief and monetary damages, subject to applicable law and judicial determination.

10.4 Reservation of international rights

The Company reserves all rights to seek enforcement under applicable laws in any relevant jurisdiction.

11. Whistleblower immunity notice

Notwithstanding any other provision of this Agreement, pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that:

• (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or
• (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal.

12. Term and survival

This Agreement becomes effective upon acceptance and remains in effect for so long as Participant has access to the Platform and thereafter:

• (a) with respect to Confidential Information, for so long as such information remains confidential or otherwise protectable under applicable law;
• (b) with respect to trade secrets, for so long as the information qualifies as a trade secret under applicable law;
• (c) with respect to issued patents and other intellectual property rights, for the duration of such rights;
• (d) with respect to Sections intended by their nature to survive, indefinitely or for the maximum period permitted by law.

13. Relationship to BOMSync Beta NDA

The governing law, dispute resolution, remedies, electronic acceptance, severability, amendment, and other general provisions set forth in the BOMSync Beta NDA are incorporated herein by reference. In the event of a conflict, the provision affording greater protection to the Company’s Confidential Information and intellectual property shall control to the extent permitted by law.

14. Electronic acceptance

By clicking “I Agree,” accessing the Platform, or otherwise participating in the BOMSync beta program, Participant:

• (a) acknowledges receipt of this Agreement;
• (b) agrees to be bound by it;
• (c) acknowledges that access to the Platform is conditioned on acceptance of this Agreement; and
• (d) acknowledges that the Company is relying on such acceptance as a condition of disclosure and access.

15. Acknowledgment

Participant acknowledges that:

• (a) the Platform contains valuable confidential, proprietary, and trade secret information;
• (b) certain technologies may be the subject of patent applications now or in the future;
• (c) access to the Platform does not grant any ownership interest or broader use right;
• (d) Geoffrey M. Jennings and/or BOMSync, Inc. may enforce this Agreement according to their respective ownership or assignment interests.

Contact: legal@BIModular.com