1. Purpose
The Members are exploring the formation of a collaborative AI implementation venture in the Huntsville, AL area. This agreement protects shared ideas, strategies, client information, and intellectual property during and after the collaboration.
2. Confidential Information
"Confidential Information" includes but is not limited to: - Business plans, strategies, and proposals - Client lists, contacts, and communications - Technical architectures, workflows, and AI systems - Financial information and pricing structures - Marketing strategies and materials - Any information marked as confidential or reasonably understood to be confidential
3. Non-Disclosure Obligations
Each Member agrees to: - Not disclose Confidential Information to any third party without prior written consent of all Members - Use Confidential Information solely for the purposes of the Huntsville AI Accelerator collaboration - Take reasonable measures to protect the confidentiality of shared information - Return or destroy all Confidential Information upon request or upon termination of involvement
4. Non-Compete Obligations
For a period of **two (2) years** following the termination of involvement with the group, each Member agrees to: - Not directly compete with any active venture formed by the group within a **200-mile radius** of Huntsville, AL - Not solicit or recruit clients, partners, or team members introduced through the group - Not use group-developed intellectual property for personal competitive advantage
5. Exceptions
This agreement does not restrict a Member from: - Continuing their existing business operations as of the Effective Date - Using general knowledge, skills, or experience gained through the collaboration - Engaging in activities unrelated to the group's specific ventures and IP
6. Term
This agreement remains in effect for **three (3) years** from the Effective Date, or until a formal company entity is formed and a replacement agreement is executed, whichever comes first.
7. Remedies
Any breach of this agreement may result in: - Immediate termination from the group - Forfeiture of any equity or profit-sharing rights - Legal action for damages as determined by binding arbitration
8. Binding Arbitration
Any disputes arising from this agreement shall be resolved through binding arbitration in Madison County, Alabama, under the rules of the American Arbitration Association.
9. Severability
If any provision is found unenforceable, the remaining provisions continue in full effect.