Mutual Confidentiality, Participant Data Rights, Limited Non-Competitive Use, Non-Replication, Non-Circumvention & Trade Secret Protection Agreement
Secure Website Gateway / Verification Process / Private Research Participation
1. Purpose and Condition of Access
This Agreement is a condition of access to designated nonpublic portions of the Saint Tremayne secure website, verification process and private research gateway. Access is limited to evaluation, verification, authorized participation and good-faith institutional discussion.
2. Protected Information
Protected Information includes nonpublic business methods, assessments, research, plans, financial or capital concepts, project structures, participant submissions, relationship information, portal content, designs, recordings, documents and other information identified as confidential or reasonably understood to be confidential.
3. Mutual Protection and Participant Data
Each party shall protect the other party’s confidential information using reasonable care and use it only for the authorized purpose. Participant-provided ideas, records and personal information remain subject to the rights granted for verification, evaluation, administration, security, legal compliance and the participant’s requested relationship.
4. Restricted Uses
The participant shall not copy, scrape, republish, reverse engineer, replicate, commercially exploit, train an automated system on, or use Protected Information to compete with, bypass or circumvent Saint Tremayne, its disclosed relationships or an introduced opportunity. Independent development and information lawfully obtained without a duty of confidentiality are not restricted.
5. Required Disclosures and Exclusions
Confidentiality does not apply to information demonstrably public without breach, previously known without restriction, independently developed, or lawfully received from another source. A legally compelled disclosure must be limited to what is required, with prompt notice where legally permitted.
6. Security, Remedies and Duration
Credentials may not be shared. Suspected unauthorized access must be reported promptly. Confidentiality and restricted-use duties continue while information remains nonpublic; trade-secret duties continue for so long as applicable law protects the information. Available remedies may include access suspension, injunctive relief and damages.
7. No Offering, Service or Commitment
Access does not create a service relationship, partnership, agency, fiduciary relationship, securities offering, funding commitment or acceptance of any proposal. Any service, contribution, sponsorship, financing or securities transaction requires its own authorized review and definitive agreement.
8. Electronic Record
Electronic acceptance is intended to create an auditable record identifying the agreement version, participant, date, time and access pathway. Production use remains subject to approved identity, signature, retention and security controls.