CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (“Agreement”) is entered into between Omni Cyber Solutions LLC (“OCS”, “we”, “us”) and you, the authorised user (“User”), upon activation of your account on the OmniAxis platform, including its Vendor Portal, Buyer Portal and Advisory Portal (“the Platform”).
“Confidential Information” means any and all information, whether oral, written, visual or in electronic form, disclosed to you or observed by you through the Platform, including but not limited to:
Information does not cease to be Confidential Information because it is unmarked, because you inferred it from the operation of the Platform rather than being told it, or because it was disclosed to you visually during a demonstration.
The Platform contains proprietary competitive intelligence, market analysis, vendor assessments, pricing data, and strategic insights compiled by OCS on behalf of your organisation (“Client”). All such information is strictly confidential and constitutes trade secrets and proprietary business information.
You agree to:
You may use Platform data internally to inform business decisions, product strategy, sales activities, and competitive positioning on behalf of the Client.
You may disclose Confidential Information to directors, officers, employees and professional advisers of the Client (each a “Representative”), in each case only to those Representatives who need to know it for the authorised purpose and who are bound by written or professional obligations of confidentiality no less protective than this Agreement. You are responsible for any breach of this Agreement by a Representative to whom you disclose.
If you are required by law, regulation, or an order of a court or governmental authority to disclose any Confidential Information, you may make that disclosure provided that you give OCS prompt written notice (to the extent legally permitted) so that OCS may seek a protective order or other remedy, and that you disclose only that portion of the Confidential Information you are legally required to disclose.
The obligations in this Agreement do not apply to information that you can demonstrate by written record: was rightfully in your possession without obligation of confidence before it was disclosed to you through the Platform; is or becomes publicly available through no act or omission of yours; is rightfully obtained by you from a third party without breach of any obligation of confidentiality; or was independently developed by you without use of or reference to the Confidential Information.
The fact that an individual element is within an exception does not place a compilation, selection or arrangement of elements within it.
You are responsible for maintaining the confidentiality of your account credentials. You must immediately notify OCS of any unauthorised access or suspected breach at security@omniaxis.ai .
Your confidentiality obligations commence on account activation and survive indefinitely after account closure or termination, with respect to information accessed during your authorised period. In respect of any Confidential Information that constitutes a trade secret, the obligations continue for so long as it remains a trade secret under applicable law.
On termination of your access, or on written request by OCS at any time, you shall promptly return or destroy all Confidential Information in your possession or control, including any notes, extracts, analyses or derivative materials, and shall confirm in writing that you have done so. You may retain one copy to the extent required by law or by a bona fide internal record-retention policy, which remains subject to this Agreement.
The Platform, including but not limited to its market intelligence methodologies; competitive assessment frameworks; every scoring dimension, together with its definition, weighting and evaluation criteria, and every assessment framework, taxonomy and rubric, whether now existing or later added; the ACIR (Assessment Criteria Integrity Review) framework; AI agent architectures; AI prompt engineering; system prompts and model configurations; agent orchestration logic; analytical workflows; data processing pipelines; and all underlying software, is the sole and exclusive intellectual property of Omni Cyber Solutions LLC (“OCS”). This IP ownership applies irrespective of any client branding, trade names, logos, or customisations applied to the platform.
For the avoidance of doubt: the methods, techniques, tools, frameworks, and technologies embedded within the Platform remain the proprietary IP of OCS and are licensed (not sold) to the Client for use solely within the scope of the agreed services. Nothing in your access to the Platform transfers, assigns, or grants any rights in this IP to you, the Client, or any third party.
You agree not to copy, reproduce, reverse-engineer, decompile, derive inspiration from, or create competing products based on any Platform methodologies, frameworks, or techniques.
Any feedback, suggestion or improvement you provide relating to the Platform is given without expectation of compensation, and you assign to OCS all right, title and interest in it.
You acknowledge that the value of the Platform derives substantially from OCS's proprietary assessment methodology, AI agent architecture, and scoring frameworks. You expressly agree that you will not:
The Client, as the subscribing organisation, holds a limited, non-exclusive, non-transferable licence to access the Platform and use its outputs during the active subscription period. This licence is for authorised use only and does not convey any right, title, or interest in the underlying methods, criteria, frameworks, or technology. Upon subscription termination, all access and use rights cease immediately.
You acknowledge that OCS's Confidential Information includes inventions, methods, system architectures and other technical subject matter that is unpatented, the subject of unfiled or unpublished patent applications, or otherwise patentable, and that the novelty of that subject matter, and therefore OCS's ability to obtain and maintain patent protection for it, may be irrevocably destroyed by disclosure to any person who is not bound to keep it confidential. You further acknowledge that many jurisdictions apply an absolute novelty standard, under which a single unauthorised disclosure defeats patentability with no grace period and no ability to cure.
Accordingly, you shall not disclose, publish, present, demonstrate, file or otherwise make available any such subject matter to any person other than a Representative, unless before that disclosure (a) OCS has given its express prior written approval of that specific disclosure, and (b) the person receiving it has entered into a written non-disclosure agreement, with OCS or on terms approved by OCS in writing, that is no less protective of the subject matter than this Agreement. Approval of one disclosure is not approval of any other, and approval may be withheld at OCS's sole discretion.
You acknowledge that a breach of this clause would cause OCS harm that is not adequately compensable by monetary damages alone, and agree that OCS is entitled to seek specific performance and injunctive relief to restrain or prevent a breach or threatened breach, without the necessity of proving actual damages and without the posting of any bond or other security.
You shall indemnify OCS against all losses, liabilities, damages, costs and expenses (including reasonable legal fees and the costs of preparing, filing, prosecuting or re-filing patent applications in any jurisdiction) that OCS incurs as a result of a breach of this clause by you or any Representative to whom you disclose, including the loss of, or the loss of the ability to obtain, patent or other intellectual property protection for the subject matter disclosed, and any resulting diminution in the value of that subject matter. You acknowledge that such losses may be substantial and that their amount cannot reasonably be ascertained at the date of this Agreement.
The rights and remedies in this clause are cumulative and in addition to, and not in substitution for, any other right or remedy available to OCS at law or in equity.
You acknowledge that breach of this Agreement may cause irreparable harm to OCS and the Client, entitling them to seek injunctive relief in addition to all other remedies available at law.
Nothing in this Agreement grants you any licence, right, title or interest in any Confidential Information or intellectual property except the limited right of access described above. The Confidential Information is provided without warranty of any kind, and OCS makes no representation as to its accuracy or completeness.
This Agreement is the entire agreement between you and OCS as to its subject matter, and supersedes any prior understanding between you and OCS relating to it. It does not supersede, limit or replace any separate non-disclosure or subscription agreement between OCS and the Client, which continues according to its terms. If any provision is held unenforceable, the remainder continues in force and the provision is to be read down to the minimum extent necessary to make it enforceable. You may not assign this Agreement. OCS may assign it in connection with a merger, acquisition or sale of substantially all of its assets. No delay or failure by OCS to enforce any provision operates as a waiver of it.
This Agreement is governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles. Any dispute, claim or controversy arising under or in connection with this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in New York, New York, USA, and the arbitrator's award may be entered and enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek interim or injunctive relief in the state or federal courts located in New York, New York, USA to prevent or restrain a breach of this Agreement, and each party irrevocably submits to the jurisdiction of such courts for that purpose.
OCS may modify this Agreement from time to time. OCS will give notice of material changes through the Platform or by email to the account administrator, and the revised Agreement takes effect thirty (30) days after that notice, except that a change required by law or one that addresses a security risk may take effect immediately. Continued access to or use of the Platform after the revised Agreement takes effect constitutes acceptance of it. If you do not agree, you must stop using the Platform and notify OCS.
No modification reduces or releases any obligation of confidentiality that has already accrued in respect of Confidential Information disclosed before the modification takes effect. Sections 8 (Duration and Return), 10 (Prohibition on Methodology Replication and AI Deployment), 11 (Protection of Patentable Subject Matter) and 12 (Remedies) survive any modification of this Agreement and any termination of your access.