les Archives — Preview & Beta Program
Please read the agreement below, fill in your information, draw your signature, and click Sign. A copy will be emailed to you and to Les Archives LLC.
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of the date of electronic signature below (the “Effective Date”), by and between Les Archives LLC, a New York limited liability company with an address at 461 Old Stone Highway, East Hampton, NY 11937 (“Company”), and the individual or entity identified in the signature block below (“Recipient”). Company and Recipient are each referred to as a “Party” and together as the “Parties.”
WHEREAS, Company is developing a software application currently known as “les Archives” (the “Software”), together with related materials, designs, documentation, and a related AI assistant;
WHEREAS, Company wishes to disclose certain confidential information to Recipient in connection with previewing, evaluating, demonstrating, or beta testing the Software (the “Purpose”); and
WHEREAS, Recipient agrees to receive and protect such confidential information on the terms set forth below;
NOW, THEREFORE, in consideration of the mutual covenants below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
“Confidential Information” means any and all non-public information disclosed by or on behalf of Company to Recipient, in any form or medium, whether disclosed before or after the Effective Date, that relates to the Software or Company’s business, including without limitation: source code, object code, software builds, prototypes, designs, user interfaces, workflows, screens, features, architecture, databases, data models, technical specifications, AI prompts and system messages, business plans, pricing, financial information, marketing strategies, customer and vendor lists, beta participant lists, roadmaps, unreleased features, bug reports, performance data, and any information marked or identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes the existence and terms of this Agreement and the fact that Recipient is participating in any preview or beta program for the Software.
Confidential Information does not include information that Recipient can demonstrate by written records: (a) was lawfully in Recipient’s possession without confidentiality obligations before disclosure by Company; (b) is or becomes publicly known through no act or omission of Recipient; (c) is lawfully received by Recipient from a third party without confidentiality obligations; or (d) is independently developed by Recipient without use of or reference to any Confidential Information.
Recipient shall: (a) hold all Confidential Information in strict confidence and use at least the same degree of care to protect it as Recipient uses to protect its own most sensitive confidential information, and in no event less than a reasonable degree of care; (b) use Confidential Information solely for the Purpose and for no other purpose; (c) not disclose Confidential Information to any third party without the prior written consent of Company; and (d) limit access to Confidential Information to those of Recipient’s employees or contractors who have a strict need to know for the Purpose and who are bound by written confidentiality obligations no less protective than those in this Agreement. Recipient is responsible for any breach of this Agreement by such employees or contractors.
Recipient shall not, and shall not permit or assist any third party to, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, ideas, algorithms, or underlying methods of the Software; (b) modify, adapt, translate, or create derivative works of the Software or any Confidential Information; (c) probe, scan, or test the vulnerability of the Software or any system on which it runs; or (d) circumvent or attempt to circumvent any technical, license, or access controls.
Recipient shall not capture, create, or share any screenshots, screen recordings, photographs, video, audio, or other reproductions of the Software, its user interface, or any Confidential Information, and shall not demonstrate the Software to, or permit the Software to be viewed by, any third party, in each case without the prior written consent of Company. This restriction applies to all channels, including but not limited to social media, messaging applications, email, text, blogs, podcasts, and in-person demonstrations.
Recipient shall not publish, post, or otherwise disseminate any review, opinion, statement, comment, or other commentary regarding the Software, Company, the preview or beta program, or any Confidential Information, including on any website, blog, newsletter, podcast, social media platform, professional forum, press outlet, or industry publication, without the prior written consent of Company. Recipient shall not respond to media or analyst inquiries about the Software without Company’s prior written consent.
During the term of this Agreement and for a period of two (2) years following its expiration, Recipient shall not, directly or indirectly, solicit, recruit, hire, or otherwise engage any vendor, contractor, partner, or other beta or preview participant identified by Recipient as a result of access to the Software or Confidential Information, in each case for the purpose of providing services or products that compete with the Software. This Section is not intended to restrict ordinary-course business relationships that Recipient maintained before the Effective Date or that arise without use of Confidential Information.
Recipient may, but is not required to, provide suggestions, comments, ideas, or other feedback regarding the Software (“Feedback”). Recipient hereby grants Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, and incorporate all Feedback into the Software and any Company products or services, without obligation or compensation to Recipient.
All Confidential Information remains the exclusive property of Company. Nothing in this Agreement grants Recipient any right, title, license, or interest in or to the Software, the Confidential Information, or any intellectual property rights of Company, whether by implication, estoppel, or otherwise. Any access granted to the Software is a limited, revocable, non-exclusive, non-transferable license to use the Software solely for the Purpose.
If Recipient is required by law, subpoena, or order of a court or governmental authority of competent jurisdiction to disclose any Confidential Information, Recipient shall, to the extent legally permitted, (a) promptly notify Company in writing so that Company may seek a protective order or other appropriate remedy, (b) cooperate reasonably with Company’s efforts to obtain such relief, and (c) disclose only that portion of the Confidential Information that is legally required.
This Agreement is effective as of the Effective Date and shall continue for a period of two (2) years thereafter, unless terminated earlier by either Party upon written notice. The confidentiality and non-use obligations set forth herein shall survive termination or expiration of this Agreement for a period of two (2) years from the date of termination or expiration. Obligations relating to trade secrets shall survive for so long as the information qualifies as a trade secret under applicable law.
Upon Company’s written request, or upon termination or expiration of this Agreement, Recipient shall promptly return or, at Company’s option, destroy all Confidential Information in its possession or control, including all copies, notes, summaries, and derivatives, and shall certify such return or destruction in writing if requested by Company. Recipient shall also delete or uninstall any copies of the Software in its possession.
The Software and all Confidential Information are provided “AS IS,” without warranty of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy. Company makes no representation that any preview or beta version of the Software is suitable for production use or free from defects.
Recipient acknowledges that any breach of this Agreement may cause Company irreparable harm for which monetary damages would be inadequate. Accordingly, Company shall be entitled to seek injunctive and other equitable relief, in addition to any other remedies available at law or in equity, without the requirement of posting bond or proving actual damages.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York for any action arising out of or relating to this Agreement.
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, written or oral, regarding the same. This Agreement may be amended only by a written instrument signed by both Parties. The failure of a Party to enforce any provision shall not constitute a waiver of such provision. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and together shall constitute one and the same instrument. Recipient shall not assign this Agreement without Company’s prior written consent.
Type your full legal name as your printed signature.
Draw your signature above using your mouse or touchscreen
By signing, you agree this electronic signature has the same legal effect as a handwritten signature under the U.S. ESIGN Act and UETA.