This Team Confidentiality and IP 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 individual identified in the signature block below. It is effective on the date you sign it below (the “Effective Date”).
CityScoop has built its own artificial-intelligence tools, platform, dashboards, data and marketing methods that other companies do not have. Artificial intelligence now makes it easy to copy anything once it has been seen, so everyone who works with CityScoop, including its owners, employees, writers, contractors and partners, agrees to keep these things confidential and to let the work they create for CityScoop belong to CityScoop. We are glad to share all of this with the people on our team, and this Agreement is what makes that possible.
This Agreement applies to the individual identified in the signature block below (“you”), whether you work for CityScoop as an employee, an independent contractor, a writer, a reseller or in any other capacity, and for all work you do for CityScoop, now or later, including work done before you sign.
“Confidential Information” means all non-public information about CityScoop or its clients, prospects and partners that you see, receive or create through your work, in any form. It includes: CityScoop’s Rebecca platform and other software, source code, dashboards, tools, features and non-public screens; its artificial-intelligence systems, prompts, models, agents, automations and workflows; its processes, methods, playbooks, templates, training materials and know-how; its marketing strategies, proposals, pricing and financial information; lists of businesses, leads, prospects, contacts and email addresses, including any you help build; client information, data, logins, reports and results; and anything marked or described as confidential, or that a reasonable person would understand to be confidential.
Confidential Information does not include information that you can show (a) is or becomes publicly available through no fault of yours; (b) you already lawfully knew without any duty of confidentiality, before you received it from CityScoop; (c) you lawfully receive from a third party who has no duty of confidentiality; or (d) you develop completely independently, without using Confidential Information. General skills, knowledge and experience you gain are yours to keep and use.
You will (a) use Confidential Information only to do work for CityScoop; (b) protect it with at least reasonable care and never disclose it to anyone outside CityScoop, including other companies you work for, friends and family, unless CityScoop has given you written permission; (c) keep it on the systems, accounts and tools CityScoop gives you, and not copy, download, forward, photograph or move it to personal accounts, devices or storage unless your assigned task requires it, and then only as the task requires; and (d) tell CityScoop promptly if you learn of any loss or unauthorized use or disclosure.
Every login, password, link and account CityScoop gives you is personal to you. You will not share it, let anyone else use it, or let anyone else look at CityScoop’s platform, dashboards or data through your access, including by letting someone watch over your shoulder, sharing your screen, or sending screenshots, photos or recordings. You will use only the access you were given for your work and will not try to reach anything else. If a login is lost or misused, or you no longer need access, tell CityScoop right away. CityScoop may suspend or remove any access at any time.
You will not (a) copy, reverse engineer, decompile or try to recreate CityScoop’s platform, software, tools, features, workflows or processes; (b) enter, upload or describe Confidential Information in any outside artificial-intelligence tool, chatbot or similar service, or use it to train one, unless CityScoop has approved that tool for your work; (c) use Confidential Information, including any list of businesses or contacts, for yourself or for anyone other than CityScoop; (d) contact any client, prospect or business on CityScoop’s lists unless that is part of your assigned work; or (e) access CityScoop’s systems with scrapers, bots or other automated tools that CityScoop did not provide.
“Work Product” means everything you create, write, research, compile or develop for CityScoop or in the course of your work for it, including articles, web pages, social posts, press releases, images, designs, code, data, research, spreadsheets, lists, notes, prompts and any ideas or inventions that come out of that work, along with all intellectual property rights in them. Work Product is created for CityScoop and belongs to CityScoop from the moment it exists. To the fullest extent the law allows, it is “work made for hire”, and to the extent it is not, you hereby assign to CityScoop all of your rights in it, worldwide and forever, and waive any moral rights in it. You will sign any further papers CityScoop reasonably asks for to confirm this. If you include anything you created before working with CityScoop in Work Product, you give CityScoop a perpetual, worldwide, royalty-free, non-exclusive right to use it as part of that Work Product. You promise that your Work Product is your own original work or is properly licensed to you, that it does not copy anyone else’s writing, images, code or data, and that you have the right to give it to CityScoop. You will not publish or reuse Work Product anywhere else unless CityScoop agrees in writing. CityScoop is responsible for paying you as agreed separately, and nothing in this section changes that.
If you are covered by California Labor Code section 2870, this Agreement does not require you to assign an invention that you developed entirely on your own time without using CityScoop’s equipment, supplies, facilities or trade secret information, except for an invention that either (a) relates, at the time it was conceived or put into practice, to CityScoop’s business or its actual or demonstrably anticipated research or development, or (b) results from any work you do for CityScoop.
Nothing in this Agreement stops you from working for or with anyone else, including other marketing or software companies, or from competing with CityScoop. It restricts only what you may do with CityScoop’s Confidential Information and Work Product.
You will not bring to CityScoop, or use in your work, any confidential information or intellectual property that belongs to a current or former employer or to anyone else without the right to share it.
Nothing in this Agreement stops you from reporting a possible violation of law to a government agency, cooperating in an investigation, testifying truthfully, discussing or disclosing your wages, hours or working conditions, or exercising any other right that applicable law says cannot be limited by agreement. Under the federal Defend Trade Secrets Act (18 U.S.C. section 1833(b)), you will not be held criminally or civilly liable under any trade secret law for disclosing a trade secret in confidence to a government official or to a lawyer solely to report or investigate a suspected violation of law, or in a complaint or other document filed under seal in a legal proceeding.
If the law or a court order requires you to disclose Confidential Information, you will, where the law allows, tell CityScoop first so it can seek protection, and you will disclose only what is required.
When CityScoop asks, or when your work for CityScoop ends, you will promptly return or permanently delete all Confidential Information and Work Product you hold, including copies on personal devices, email, cloud storage and AI tools, and confirm in writing that you have done so if CityScoop asks.
This Agreement starts on the date you sign it, covers all your work for CityScoop, and continues for as long as you work for CityScoop. Your confidentiality duties continue for 10 years after your work for CityScoop ends, and for any Confidential Information that is a trade secret, for as long as it remains a trade secret under applicable law. The ownership and assignment of Work Product continues forever.
If you are an independent contractor, writer or reseller, you are not an employee of CityScoop, you are responsible for your own taxes, tools and equipment, and you have no authority to bind CityScoop. If you are an employee, this Agreement does not change the terms of your employment. This Agreement is not a promise of any work, hours or pay.
Unauthorized use or disclosure of Confidential Information may cause CityScoop harm that money damages alone cannot fix. CityScoop may ask a court for an injunction without posting a bond, in addition to any other remedy. In any action to enforce this Agreement, the prevailing party may 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 you and CityScoop consent to the exclusive jurisdiction of the state and federal courts located in Alameda County, California, even if you work or live outside the United States. This Agreement adds to, and does not replace, any other written agreement between you and CityScoop; if they conflict on confidentiality or ownership of Work Product, this Agreement controls. It can be changed only in a writing signed by both of us. If any part is unenforceable it will be enforced as far as the law allows and the rest stays in effect. CityScoop may transfer this Agreement to a successor to its business; you may not. Notices to CityScoop go to 722 Collier Dr, San Leandro, CA 94577. You may sign electronically, and a typed name has the same effect as a handwritten signature. You confirm that you have read this Agreement, have had the chance to ask questions and to consult your own advisor, and are signing voluntarily.