Non-Disclosure Agreement

Effective date:

Permitted purpose: Preview Only

This Non-Disclosure Agreement (the “Agreement”) is between Alex Yampolsky (the “Disclosing Party”) and the individual identified as the receiving party, including any organization listed on the entry form (the “Receiving Party”).

This restricted area of the website contains confidential, proprietary, commercially sensitive, or otherwise non-public information belonging to the Disclosing Party or to affiliates, clients, partners, licensors, or other third parties.

Access is provided only to individuals who agree to this Agreement. In exchange for access, you agree to the terms below. By checking the box confirming that you have read and agree to this Agreement, entering your name, and selecting Enter on the entry page, you acknowledge that you have had a reasonable opportunity to review these terms, that you understand them, and that you agree to be bound by them. Your name, the recorded date and time, and the electronic signature field are intended to constitute your electronic signature and consent to this Agreement.

1. Definition of Confidential Information

“Confidential Information” means any non-public information made available to you through this restricted area or in connection with your authorized access, whether provided electronically, orally, visually, in writing, or in any other form.

Confidential Information may include:

• Business plans, strategies, forecasts, and financial information;
• Product plans, designs, specifications, source materials, and technical information;
• Trade secrets, inventions, processes, methods, and know-how;
• Customer, supplier, employee, investor, or partner information;
• Pricing, commercial terms, contracts, and negotiation materials;
• Marketing, sales, research, and operational information;
• Login credentials, security information, system architecture, and website content;
• Documents, files, images, recordings, data, and materials marked or described as confidential; and
• Any information that a reasonable person would understand to be confidential given its nature or the circumstances of its disclosure.

2. Permitted Use

You may access and use the Confidential Information solely for the following authorized purpose:

Preview Only, meaning review of materials in the restricted area to evaluate the Disclosing Party’s professional work, and not for commercial, competitive, production, or any other use.

You may not use the Confidential Information for your own benefit, for the benefit of another person or organization, or for any purpose unrelated to the permitted purpose.

3. Confidentiality Obligations

You agree to:

• Keep the Confidential Information strictly confidential;
• Protect it using at least reasonable care and safeguards;
• Access only the information necessary for the permitted purpose;
• Not disclose, share, publish, transmit, sell, license, or otherwise make it available to any unauthorized person;
• Not copy, download, reproduce, photograph, record, scrape, extract, or distribute it except as expressly authorized;
• Not upload, paste, or otherwise input Confidential Information into generative artificial intelligence systems, public tools, or any system that is not solely under your control, except as expressly authorized in writing;
• Not share your password, credentials, or access with any other person;
• Not use the information to compete with, disadvantage, or harm the Disclosing Party or any other relevant party;
• Not attempt to bypass, disable, or defeat any technical, access, or security controls;
• Immediately notify the Disclosing Party in writing through the contact form if you discover unauthorized access, disclosure, loss, or misuse; and
• Ensure that any person to whom disclosure is expressly authorized is subject to confidentiality obligations at least as protective as these terms.

You are responsible for all use of the restricted area through your account, credentials, or access link, and for any act or omission of your employees, contractors, advisors, or other representatives, except to the extent caused by circumstances outside your reasonable control.

4. Third-Party Information

Some Confidential Information may belong to clients or other third parties and may be subject to separate confidentiality obligations. You will treat that information as Confidential Information under this Agreement. Those third parties are intended beneficiaries of this Agreement. The Disclosing Party may enforce this Agreement for his own benefit and for the benefit of any such third party.

5. Exclusions

Confidential Information does not include information that you can demonstrate:

• Was publicly available when disclosed;
• Becomes publicly available through no breach of this Agreement;
• Was already lawfully known to you without a confidentiality obligation;
• Is lawfully received from a third party that was not under a duty of confidentiality; or
• Was independently developed without using or relying on the Confidential Information.

You have the burden of proving that an exclusion applies, and you must do so with contemporaneous written records. The exclusions above do not apply merely because individual elements of information are publicly known if the overall combination, arrangement, or context remains confidential.

6. Legally Required Disclosure

If you are required by law, regulation, subpoena, court order, or governmental authority to disclose Confidential Information, you must, to the extent legally permitted:

1. Promptly notify the Disclosing Party in writing;
2. Cooperate, at your expense, in seeking confidential treatment or a protective order; and
3. Disclose only the portion legally required.

7. Ownership and No License

All Confidential Information remains the property of the Disclosing Party or the applicable third-party owner. You will not contest, challenge, or assist others in contesting that ownership. No ownership interest, license, intellectual-property right, residual right, or other right is granted to you except the limited, revocable, non-transferable right to access and use the information for the permitted purpose. The Disclosing Party may revoke that right at any time.

You may not remove, alter, conceal, or obscure any copyright, trademark, confidentiality, proprietary, or other notices. You may not create derivative works from the Confidential Information. Any feedback, comments, or suggestions you provide about the materials or the Disclosing Party’s work may be used by the Disclosing Party without restriction or compensation, and you assign to the Disclosing Party any right you may have in that feedback.

8. Access Restrictions and Termination

Your access may be limited, suspended, or terminated at any time, with or without notice. Upon request, termination of access, or completion of the permitted purpose, you must immediately:

• Stop accessing and using the Confidential Information;
• Return or permanently delete Confidential Information in your possession or control;
• Delete copies, downloads, extracts, and locally stored materials, where technically feasible; and
• Confirm compliance in writing if requested.

Termination of access does not end your confidentiality obligations.

9. Duration

Your obligations under this Agreement begin when you submit your acceptance and continue for five (5) years after your last access to the restricted area.

For information that qualifies as a trade secret under applicable law, the confidentiality obligations continue for so long as the information remains a trade secret, unless the information becomes public through no breach of this Agreement.

10. Unauthorized Access or Misuse

Unauthorized access, use, copying, disclosure, or distribution may cause substantial harm, may violate applicable law, including the Pennsylvania Uniform Trade Secrets Act, and may cause irreparable harm for which monetary damages would be inadequate. You acknowledge that the Confidential Information has independent economic value and that the Disclosing Party would be irreparably injured by a breach.

The Disclosing Party’s remedies are cumulative. In addition to any other available remedies, the Disclosing Party may seek injunctive or other equitable relief, specific performance, damages, disgorgement, recovery of costs, termination of access, and any other relief a court may allow. The Disclosing Party is not required to post a bond or other security to obtain injunctive or equitable relief, to the extent a court may waive that requirement. Nothing in this Agreement limits any rights or remedies available under applicable law.

If the Disclosing Party prevails in any action to enforce this Agreement or to address a breach or threatened breach, the Receiving Party will pay the Disclosing Party’s reasonable attorneys’ fees, court costs, and related expenses.

11. Indemnification

You will indemnify, defend, and hold harmless the Disclosing Party and his clients, affiliates, and representatives from any claim, loss, damage, liability, cost, or expense, including reasonable attorneys’ fees, arising out of or related to your breach of this Agreement, your unauthorized use or disclosure of Confidential Information, or your access to the restricted area.

12. No Warranty and Limitation of Liability

The Confidential Information is provided “as is” for the permitted purpose only. The Disclosing Party makes no representation or warranty, express or implied, regarding the accuracy, completeness, availability, non-infringement, or suitability of the information, and disclaims all implied warranties to the maximum extent permitted by law. You rely on the information at your own risk.

To the maximum extent permitted by law, the Disclosing Party is not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, or loss of business, arising out of this Agreement or your access to the restricted area, whether in contract, tort, or otherwise, even if advised of the possibility of those damages. The Disclosing Party’s total liability under this Agreement will not exceed one hundred U.S. dollars (US $100).

Any claim you bring against the Disclosing Party arising out of this Agreement must be filed within one (1) year after the claim accrues, or it is permanently barred. This limitation does not apply to the Disclosing Party’s claims against you.

13. No Publicity and Non-Circumvention

You may not issue any public statement, press mention, portfolio credit, social-media post, or other disclosure that identifies or describes the Confidential Information, the Disclosing Party’s clients, or the contents of the restricted area, except as required by law or as expressly authorized in writing.

You may not use Confidential Information to contact, solicit, interfere with, or circumvent the Disclosing Party’s relationship with any client, partner, or other third party identified in or reasonably inferred from the restricted area.

14. No Obligation to Proceed

Access to the restricted area does not require either party to enter into any further agreement, transaction, employment relationship, partnership, or business arrangement. No commitment is created except for the obligations expressly stated in this Agreement. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. You have no authority to bind the Disclosing Party.

15. Electronic Acceptance and Signature

You agree that:

• You are at least 18 years of age and have the legal capacity to enter this Agreement;
• You have had a reasonable opportunity to review these terms before entering the restricted area;
• You are entering your own first and last name, which together constitute your name for purposes of this Agreement;
• If you list an organization, you have authority to accept these terms for that organization, and you are also bound personally;
• Checking the box confirming that you have read and agree to this Agreement, submitting your name, and selecting Enter constitutes your electronic signature;
• You consent to do business electronically, and your electronic signature has the same intent and effect as a handwritten signature to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act; and
• Electronic records of your acceptance, including the date, time, name entered, electronic signature, email address, and applicable access information, may be retained as evidence of your consent.

16. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-law rules. Any dispute, claim, or litigation arising from or relating to this Agreement must be brought exclusively in the state or federal courts located in the Commonwealth of Pennsylvania. The parties consent to that venue, waive any objection that those courts are an inconvenient forum, and consent to service of process by the notice method in this Agreement or by any method permitted by law.

To the extent permitted by law, each party waives any right to a jury trial in any action arising out of or relating to this Agreement.

17. Survival

Sections concerning confidentiality, permitted use, third-party information, ownership, duration, remedies, indemnification, limitation of liability, publicity, non-circumvention, governing law, and any other provision that by its nature should survive, remain in effect after access ends, this Agreement is terminated, or the restricted area is no longer available. Trade secret obligations survive for so long as the information remains a trade secret.

18. Notices

Notices to the Disclosing Party under this Agreement must be sent in writing through the contact form. Notice is effective when submitted. The Disclosing Party may give you notice using the email address you provided on the entry form.

19. Assignment and Binding Effect

You may not assign or transfer this Agreement or any rights or obligations under it without the Disclosing Party’s prior written consent. The Disclosing Party may assign this Agreement without notice, including to a client, affiliate, or successor. Any attempted assignment in violation of this section is void. This Agreement binds and benefits the parties and their permitted successors and assigns, and binds your heirs, executors, and legal representatives.

20. Waiver

Failure to enforce any provision of this Agreement is not a waiver of that provision or of any other provision. Any waiver must be in writing and signed by the Disclosing Party. A waiver on one occasion is not a waiver of any later breach.

21. Construction

This Agreement will not be construed against the Disclosing Party as the drafter. Headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation.” You will, at the Disclosing Party’s request, execute documents and take further actions reasonably necessary to evidence or enforce this Agreement.

22. Severability and Entire Agreement

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect, and the invalid provision will be modified or interpreted to the minimum extent necessary to make it enforceable.

This Agreement, together with the entry-page notice that incorporates it, represents the entire agreement regarding access to the restricted area and supersedes any prior understandings concerning that access, except for any separate written confidentiality agreement that expressly applies. You are not relying on any statement not set out in this Agreement. If there is a conflict between the entry-page notice and this document, this document controls. This Agreement may be updated for future access. The version you accept when you select Enter is the version that binds you for that access.

Acceptance

By entering my name, checking the agreement box, and selecting Enter, I confirm that I have read, understood, and accepted this Non-Disclosure Agreement.

Return to the entry page