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LATCH Demo Confidentiality Agreement
Nondisclosure and limited use agreement
Effective date: [the date you sign] Demo date or session: [your demo time]
Disclosing Party: Oscar Hernandez, an individual operating under the name New Web Pro ("Oscar"). New Web Pro is a business name, not a separate incorporated party to this Agreement.
Oscar mailing address: 709 NW 5th St., Hallandale Beach, FL 33009
Oscar notice email: info@newwebpro.com
Recipient individual legal name: [your legal name]
Recipient address: [your address]
Recipient notice email: [your email]
Participating entity legal name, if any: [your company, if it signs too]
Entity jurisdiction and address: [your company's state and address]
The individual named above is personally bound as Recipient. If an entity is identified above and its authorized representative signs the entity signature below, that entity is also a Recipient. Each Recipient agrees in exchange for access to the private LATCH demonstration and related confidential information.
1. Permitted Purpose
Recipient may receive and use Confidential Information solely to evaluate LATCH for a potential purchase, license, investment, or business relationship with Oscar (the "Purpose"). Access is limited to the demonstration and any further access Oscar expressly authorizes in writing. This Agreement must be signed before access begins.
2. Confidential Information
"Confidential Information" means nonpublic information about LATCH or Oscar's related business that Oscar or his authorized representative discloses or makes available on or after the Effective Date, in any form, that is identified as confidential or reasonably should be understood as confidential from its nature or the circumstances. It includes live demonstrations and answers to questions; nonpublic features, screens, workflows, designs, architecture, source and object code, algorithms, APIs, data structures, security methods, credentials, development materials, AI prompts and configurations, product plans, pricing, and business information; and notes or analyses reflecting that information. Information learned by observing or interacting with the private demo is covered without a confidentiality label or later written summary.
3. Exclusions
Confidential Information excludes information Recipient can establish by competent evidence: (a) was lawfully known without a confidentiality duty before disclosure; (b) becomes public without breach by Recipient or anyone acting through Recipient; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of or reference to Confidential Information. Public availability of individual elements does not exclude a nonpublic combination unless the combination itself qualifies for an exclusion.
4. No Use to Reproduce LATCH
Recipient shall not use Confidential Information, directly or indirectly, to design, develop, reproduce, commission, improve, market, or assist any product or service that copies, substitutes for, or competes with LATCH or its disclosed nonpublic functionality. This applies whether implementation uses copied code, newly written code, instructions to another developer, or AI tools. It prohibits misuse of Confidential Information; it does not prohibit lawful independent development that meets Section 3 or use of general skills that do not disclose or use Confidential Information. Remembering Confidential Information does not authorize its use.
5. No Capture or Technical Extraction
Without Oscar's prior written consent, Recipient shall not: (a) record, photograph, screenshot, transcribe by automated tools, or otherwise capture the demo; (b) admit an AI meeting assistant, recording bot, or unapproved attendee; (c) copy, download, export, scrape, distribute, or publish demo materials or software, except transient technical copies strictly necessary for authorized viewing; (d) inspect source code, network traffic, APIs, hidden resources, or underlying implementation beyond ordinary authorized demo use; (e) reverse engineer, decompile, disassemble, probe, benchmark for reconstruction, or attempt to derive the code, architecture, or algorithms of LATCH; or (f) bypass access controls or obtain or share credentials. These restrictions apply to the maximum extent permitted by law and do not restrict rights that applicable law makes nonwaivable.
6. Security and AI tools
Recipient shall keep Confidential Information confidential, protect it with at least reasonable care and no less care than used for its own similar confidential information, and use it only for the Purpose. Recipient shall not upload, submit, or expose it to any AI model, coding assistant, chatbot, external analysis service, public repository, or other third-party system without Oscar's prior written consent. No Confidential Information may be used to train, fine-tune, test, or generate a model or product. Recipient shall not publicly discuss nonpublic demo details or publish reviews, screenshots, benchmarks, or announcements without Oscar's written consent.
7. Other People and Entity Responsibility
Each person who will attend or otherwise access the demo must first sign this Agreement or a separate confidentiality agreement acceptable to Oscar. Recipient may not disclose Confidential Information to employees, affiliates, advisers, contractors, or others unless Oscar first approves in writing, they need it for the Purpose, and they are bound by written confidentiality and use restrictions at least as protective as these. Recipient is responsible for violations by anyone to whom Recipient provides access. A participating entity that signs below is responsible for its personnel acting on its behalf. Signing only the individual signature does not bind an unsigned entity.
8. Suspected Breach
Recipient shall notify Oscar promptly, and in any event within 24 hours after discovering unauthorized access, disclosure, copying, or use; stop any continuing violation within Recipient's control; preserve relevant evidence without further dissemination; and reasonably cooperate to contain and remedy the incident. Notice does not excuse a breach or require Recipient to waive a lawful privilege.
9. Return and Deletion
At Oscar's written request or when the evaluation ends, Recipient shall immediately stop access and use and, within five business days, return or securely delete Confidential Information and copies, including notes and extracts, and certify compliance in writing on request. Information legally required to be retained, or contained in automatic backups not reasonably accessible in ordinary operations, may be retained only as required or until routine deletion, must remain protected, and may not be used for any business purpose. Relevant evidence must be preserved when legally required.
10. Ownership and Access
As between the parties, Oscar retains all rights he owns in LATCH and its proprietary materials, including applicable copyrights, trade secret rights, and other intellectual property. Third-party components remain subject to their owners' rights and applicable licenses. This Agreement does not create ownership in public-domain material or rights that the law does not recognize. Confidentiality and use duties apply to covered information whether or not it qualifies for copyright or trade secret protection. Recipient receives only a limited, revocable right to evaluate as authorized, and no ownership, commercial license, or right to register intellectual property derived from Confidential Information. Oscar may end access at any time.
11. Duration
This Agreement covers disclosures made during the two years after the Effective Date unless Oscar ends further disclosures earlier by written notice. Confidentiality and limited-use duties, including Sections 4 through 9, continue for five years after each disclosure. For information qualifying as a trade secret, those duties continue for as long as the information remains a trade secret under applicable law; Recipient may not rely on loss of secrecy caused by its breach to end its duties. Ownership, accrued claims, enforcement, and provisions necessary to give effect to surviving duties survive expiration or termination.
12. Required and Protected Disclosures
If legally compelled to disclose Confidential Information, Recipient may disclose only what is legally required and, unless prohibited by law, shall give Oscar prompt advance notice and reasonable assistance, at Oscar's expense, to seek confidential treatment. Nothing in this Agreement restricts lawful reporting to government authorities, cooperation with an investigation, or other legally protected disclosures; no advance notice or permission is required for such protected activity.
Under 18 U.S.C. § 1833(b), an individual is immune from liability under federal or state trade secret law for a trade secret disclosure made in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected legal violation; or made in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual suing for employer retaliation for reporting a suspected legal violation may disclose the trade secret to the individual's attorney and use it in the proceeding if documents containing it are filed under seal and it is not otherwise disclosed except by court order.
13. Enforcement
Recipient acknowledges that unauthorized disclosure or use may cause irreparable harm that monetary damages alone cannot adequately remedy. Oscar may seek temporary, preliminary, or permanent injunctive relief and other relief available under applicable law, subject to the court's discretion and applicable proof and bond requirements. In an action to enforce this Agreement, the prevailing party may recover reasonable attorneys' fees and costs to the extent permitted by law.
14. Florida Law and Courts
Florida law governs, without regard to conflict-of-law rules, together with applicable federal law. Subject to nonwaivable law, the parties consent to exclusive jurisdiction and venue in the Florida state courts in the county where Oscar resides on the Effective Date, or the United States District Court encompassing that county if federal subject-matter jurisdiction exists. Oscar may seek urgent provisional relief in another competent court to protect Confidential Information pending proceedings in the agreed forum.
15. General Terms
Information is provided as is for evaluation; neither party must enter a further transaction. This Agreement is the entire agreement on this subject and may be amended only in a writing signed by the affected parties. Failure to enforce a provision is not a waiver. An unenforceable provision shall be narrowed only as permitted by law, with the remainder continuing in effect. Recipient may not assign this Agreement without Oscar's written consent. Oscar may assign it to a successor that acquires the relevant LATCH rights and assumes his obligations, with notice to Recipient. Notices go to the emails above, effective on confirmed receipt. Counterparts and electronic signatures are permitted to the extent recognized by applicable law.
Signatures
Each signer acknowledges reading and agreeing to all four pages. The entity signer represents having authority to bind the identified entity.
Oscar Hernandez signature: [signed electronically by Oscar Hernandez]
Recipient individual signature: [your electronic signature]
Printed individual name: [your legal name]
If an entity is participating, its authorized representative must also sign below.
By authorized signature: [your electronic signature for the company, if it signs]
Signer name and title: [your name and title]
