Terms of Agreement

Terms of Agreement for Protection of Intellectual Property Rights

This Terms of Agreement is made and entered into as of November 2024 by and between William Scollard.

1. Definitions

1.1 "Intellectual Property" means all intellectual property rights, including but not limited to, copyrights, trademarks, patents, trade secrets, know-how, and other proprietary rights.

1.2 "Confidential Information" means any confidential, proprietary, or trade secret information of either party, including, but not limited to, Intellectual Property, business plans, financial information, customer lists, and technical data.

2. Ownership of Intellectual Property

2.1 Each party retains ownership of all Intellectual Property that it owns prior to the effective date of this Agreement.

2.2 Any Intellectual Property created or developed by either party during the term of this Agreement, as a result of or in connection with this Agreement, shall be the sole and exclusive property of the creating party.

3. Confidentiality

3.1 Each party agrees to keep the other party's Confidential Information confidential and to use such Confidential Information solely for the purposes of this Agreement.

3.2 Each party shall take all reasonable steps to protect the confidentiality of the other party's Confidential Information.  

4. Non-Disclosure

4.1 Neither party shall disclose the other party's Confidential Information to any third party without the prior written consent of the other party.  

4.2 Each party agrees to restrict access to Confidential Information to its employees and agents who have a need to know such information and who are bound by confidentiality obligations.

5. Non-Solicitation

5.1 During the term of this Agreement and for a period of [Number] years thereafter, neither party shall, directly or indirectly, solicit or hire any employee or independent contractor of the other party.

6. Remedies

6.1 In the event of a breach of this Agreement, the non-breaching party shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other remedies available at law.  

7. Entire Agreement

7.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.  

8. Governing Law

8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Calfornia.

9. Dispute Resolution

9.1 Any dispute arising out of or in connection with this Agreement shall be resolved through my lawyer.