This Mutual Nondisclosure Agreement (the “Agreement”) is between Kitts Company LLC, a California limited liability company, doing business as “CityScoop” and “AI-Soft” (together with its affiliates, “CityScoop”; everything in this Agreement about CityScoop applies equally to the CityScoop and AI-Soft businesses and brands), and the business identified in the signature block below, a current or prospective client (“Client”). It is effective on the date Client signs it below (the “Effective Date”).
CityScoop has developed its own artificial-intelligence tools, platform, dashboards and marketing strategies that other companies do not have. Today, artificial intelligence makes it easy to copy concepts and intellectual property once they have been seen, so CityScoop shares them, including in demonstrations and proposals, only with businesses that agree to keep them confidential. This Agreement is mutual, so it protects Client’s information in the same way.
The parties are evaluating, and may carry out, a business relationship in which CityScoop provides marketing, website, content, advertising, artificial-intelligence and related services to Client, including demonstrations, calls, proposals and pricing shared before Client decides whether to proceed (the “Purpose”). Each party will share information with the other for the Purpose and wants that information protected. This Agreement applies whether or not Client becomes a customer.
“Confidential Information” means any non-public information one party (the “Discloser”) makes available to the other (the “Recipient”), in any form and whether before or after the Effective Date, that is marked confidential or that a reasonable person would understand to be confidential. CityScoop’s Confidential Information expressly includes its Rebecca platform and other software; its artificial-intelligence systems, prompts, models, agents, automations and workflows; client dashboards, reports, tools and non-public screens, including their design and functionality; source code; processes, methods and know-how; marketing strategies, playbooks, templates and proposals; and pricing. Client’s Confidential Information includes its customer data, account credentials, business performance data and non-public business plans.
Confidential Information does not include information that the Recipient can show (a) is or becomes publicly available through no fault of the Recipient; (b) the Recipient already lawfully knew without a duty of confidentiality; (c) the Recipient lawfully receives from a third party without a duty of confidentiality; or (d) the Recipient independently develops without using the Discloser’s Confidential Information.
The Recipient will (a) use the Discloser’s Confidential Information only for the Purpose; (b) protect it with at least the care it uses for its own similar information, and never less than reasonable care; and (c) disclose it only to its and its affiliates’ employees, franchisees, officers, advisors and contractors who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as these (“Representatives”). The Recipient is responsible for any breach of this Agreement by its Representatives.
CityScoop’s Confidential Information is for the eyes of Client’s own team only. Client will not show, demonstrate, describe or give access to it to anyone outside Client’s organization, including other vendors, agencies, consultants, software or marketing salespeople, or competitors, whether in person, on screen or in writing. Every person on Client’s team who is given access to CityScoop’s platform or dashboards must first accept this Agreement individually, and each person who accepts it agrees to be personally bound by its confidentiality and use terms, in addition to Client. Logins are for the named person only and may not be shared.
Client will not, and will not permit any Representative or third party to: (a) copy, reverse engineer, decompile, disassemble or attempt to recreate CityScoop’s platform, software, tools, dashboards, features, workflows or processes; (b) enter, upload or describe any of CityScoop’s Confidential Information to any artificial-intelligence tool, large language model or similar service for the purpose of analyzing, reproducing, replicating or training on it; (c) use CityScoop’s Confidential Information to build, or to help anyone else build, any product or service that competes with CityScoop; (d) screenshot, record or share non-public screens, dashboards or reports outside Client’s own organization, except as needed for the Purpose; or (e) access CityScoop’s systems by scraping, bots or other automated means not provided by CityScoop.
Each party keeps all right, title and interest in its own Confidential Information. No license or other right is granted under this Agreement except the limited right to use Confidential Information for the Purpose. Client’s business data remains Client’s. This Agreement does not change who owns the content or deliverables CityScoop creates for Client, which is governed by the parties’ separate order or proposal. If Client gives CityScoop suggestions or feedback about CityScoop’s services, CityScoop may use them without obligation.
During the relationship and for 12 months after it ends, Client will not directly solicit for employment or engagement any CityScoop employee, writer or contractor that Client worked with or learned of through the relationship. General job postings not targeted at CityScoop personnel are not a breach.
The Recipient may disclose Confidential Information if required by law, regulation or court order, but only after giving the Discloser prompt written notice (where legally allowed) and reasonable help, at the Discloser’s expense, to seek a protective order, and only to the extent required.
On the Discloser’s written request, or when the relationship ends, the Recipient will promptly return or destroy the Discloser’s Confidential Information, except copies kept in routine backups or as required by law, which remain subject to this Agreement.
This Agreement begins on the Effective Date and continues for as long as the parties have a business relationship or are evaluating one. The Recipient’s obligations continue for 10 years after the later of the end of that relationship or evaluation and the Discloser’s last disclosure, and, for any Confidential Information that is a trade secret, for as long as it remains a trade secret under applicable law.
Unauthorized use or disclosure of Confidential Information may cause the Discloser irreparable harm for which money damages would not be enough. The Discloser is entitled to seek injunctive relief, without posting a bond, in addition to any other remedy available at law or in equity. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules, and each party consents to the exclusive jurisdiction of the state and federal courts located in Alameda County, California. This is the parties’ entire agreement about confidentiality and supersedes any prior understanding on that subject. It can be changed only in a writing signed by both parties. If any provision is unenforceable, it will be enforced to the maximum extent allowed and the rest remains in effect. Neither party is obligated to enter into any further transaction. Notices to CityScoop go to 722 Collier Dr, San Leandro, CA 94577. The parties agree to sign electronically, and an electronic signature, including a typed name, has the same effect as a handwritten one. A person who signs for Client when Client signs up confirms they are authorized to bind Client.