One Stop Inventing LLC, a Florida limited liability company located at 1951 NW 7th Ave, STE 600, Miami, FL 33136 ("One Stop Inventing"), and the individual or entity submitting an invention, idea, or related materials ("Inventor") agree as follows.
1. Confidential Information. "Confidential Information" means any non-public information either party discloses to the other in connection with evaluating or developing the Inventor's invention — including invention descriptions, sketches, CAD files, prototypes, technical and engineering data, patent filings, trade secrets, manufacturing sources, pricing, business plans, and financial projections — whether disclosed in writing, verbally, or by inspection.
2. Obligations. Each party will (a) keep the other's Confidential Information strictly confidential, (b) use it solely to evaluate, develop, prototype, or manufacture the Inventor's invention, and (c) disclose it only to its employees and contractors who need it for that purpose and who are bound by written confidentiality obligations at least as protective as these. All One Stop Inventing LLC employees and contractors are required to sign a non-disclosure agreement before employment or hire.
3. Exclusions. These obligations do not apply to information that (a) is or becomes public through no fault of the receiving party, (b) was already known to the receiving party without a duty of confidence, (c) is lawfully received from a third party free to disclose it, or (d) is independently developed without use of the Confidential Information. A party may disclose Confidential Information if legally compelled, provided it gives prompt notice where permitted.
4. Ownership. The Inventor retains all right, title, and interest in the invention and in the Inventor's Confidential Information. Nothing here grants any license or transfers any intellectual property.
5. No Obligation. Nothing here obligates either party to proceed with any project, engagement, or transaction. Any engagement is governed by a separate signed service agreement.
6. Return or Destruction. On written request, the receiving party will promptly return or destroy the disclosing party's Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to this Agreement.
7. Term. This Agreement applies to Confidential Information disclosed while it is in effect, and the confidentiality obligations survive for five (5) years from the date of disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
8. Remedies. The parties agree that a breach may cause irreparable harm for which money damages are inadequate, and that the disclosing party may seek injunctive relief in addition to any other remedy.
9. Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Miami-Dade County, Florida.
10. Entire Agreement. This is the entire understanding between the parties on this subject and supersedes any prior discussions. It may be modified only in a writing signed by both parties.
By submitting an invention or related materials through this website, you accept the terms above.
