This agreement protects SafeStep's proprietary technology, patent applications, and business information shared during evaluation discussions. Please read the full agreement before signing.
Legal Document
This is a legally binding agreement. By signing, you accept all terms and conditions. If you are signing on behalf of a company, you represent that you have authority to bind that company.
This Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic signature below (the "Effective Date") between SafeStep Technologies, Inc., a Delaware corporation with its principal place of business at [Address], ("Disclosing Party"), and the individual or entity identified in the signature block below ("Receiving Party").
The Disclosing Party wishes to disclose certain Confidential Information (as defined below) to the Receiving Party for the purpose of evaluating a potential business relationship, partnership, licensing arrangement, investment, or manufacturing agreement related to the SafeStep biometric child safety wearable system (the "Purpose").
"Confidential Information" means any and all non-public information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: (a) patent applications, patent claims, drawings, specifications, and prosecution strategies; (b) product designs, engineering schematics, circuit diagrams, firmware, and source code; (c) business plans, financial projections, pricing, and customer lists; (d) manufacturing processes, supplier relationships, and cost structures; (e) marketing strategies, go-to-market plans, and distribution channels; (f) biometric data architectures, custody chain algorithms, and cryptographic protocols; and (g) any other information that the Disclosing Party identifies as confidential at the time of disclosure.
The Receiving Party agrees to: (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose and for no other purpose; (d) limit access to the Confidential Information to those of its employees, contractors, or advisors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (e) promptly notify the Disclosing Party upon becoming aware of any unauthorized use or disclosure of the Confidential Information.
The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is rightfully received from a third party without restriction on disclosure; (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order.
Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any Confidential Information, patent, trademark, copyright, or other intellectual property of the Disclosing Party. All Confidential Information remains the exclusive property of the Disclosing Party. The Receiving Party acknowledges that the Disclosing Party has filed or intends to file patent applications covering aspects of the SafeStep system, and that unauthorized use or disclosure of Confidential Information could cause irreparable harm to the Disclosing Party's patent rights.
This Agreement shall remain in effect for a period of five (5) years from the Effective Date, unless earlier terminated by mutual written agreement. Upon termination or expiration, the Receiving Party shall promptly return or destroy all Confidential Information in its possession and certify such destruction in writing upon request. Notwithstanding the foregoing, the obligations of confidentiality with respect to trade secrets shall survive indefinitely.
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement of posting a bond or other security.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. This Agreement may not be amended except by a written instrument signed by both parties. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future. Electronic signatures shall be deemed valid and binding to the same extent as original signatures under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).
If you have questions about this agreement before signing, contact our legal team.
[email protected]After signing, you'll have access to discuss SafeStep's 7 patent filings covering biometric custody, mesh networking, AI prediction, and more.
View public patent summaries