This summary is for orientation only. The agreement below is the operative text, and if the two ever differ, the agreement governs. Have your own counsel read it — that’s what we did.
This Agreement is entered into as of the date of acceptance between Scalewrights LLC, a Wyoming limited liability company (“Scalewrights”), and the individual or entity accepting this Agreement (“Company”). Each party may disclose Confidential Information to the other; each is therefore both a Discloser and a Recipient.
Information disclosed by either party that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. For the Company this includes its pitch materials, financial information, cap table, customer and supplier information, and business plans. For Scalewrights this includes its frameworks, methods, scoring systems, templates, and written work product, including The Seed File™, the Build Line™, the Re-Rate 180™, and the Scalability Quotient™.
Each Recipient will (a) use the other’s Confidential Information solely to evaluate, perform, or receive the services contemplated between the parties; (b) protect it with at least the care it uses for its own confidential information, and no less than reasonable care; and (c) disclose it only to its own personnel and professional advisers who need it for that purpose and are bound by confidentiality obligations no less protective than these.
These obligations do not apply to information that (a) is or becomes public through no breach by the Recipient; (b) the Recipient held before disclosure without a duty of confidence; (c) the Recipient independently develops without use of the other’s Confidential Information; or (d) the Recipient receives from a third party without a duty of confidence.
A Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives prompt notice where legally permitted so the Discloser may seek protective treatment.
Scalewrights advises many companies, including companies that may compete with the Company. Nothing here restricts Scalewrights from advising any other party, or from using the general knowledge, skill, and experience retained in the unaided memory of its personnel. Scalewrights will not, however, use or disclose the Company’s specific Confidential Information for the benefit of any other party.
The Company acknowledges that Dr. Scott Kimball invests personally through CLMB Ventures, which is separate from Scalewrights. Nothing in this Agreement or in any engagement between the parties (a) constitutes an offer, solicitation, or commitment to invest, (b) obligates CLMB Ventures, Dr. Kimball, or any affiliate to consider, evaluate, or fund the Company, or (c) restricts CLMB Ventures from independently evaluating, declining, or investing in any company, including competitors of the Company. Purchasing or receiving services from Scalewrights confers no priority, preference, or advantage with respect to any investment decision.
Scalewrights is an advisory firm and is not a broker-dealer, investment adviser, placement agent, or law or accounting firm. Materials provided are educational and directional guidance and are not legal, securities, tax, accounting, or investment advice, and are not a valuation or fairness opinion. Confidential Information is provided “as is,” without warranty of accuracy or completeness.
These obligations continue for two (2) years from the date of disclosure, except that trade secrets remain protected for as long as they qualify as such under applicable law.
On written request, a Recipient will return or destroy the Discloser’s Confidential Information, except for copies retained in routine backups or as required by law or professional obligation, which remain subject to this Agreement.
No license or ownership interest is granted by disclosure. This Agreement creates no partnership, joint venture, agency, or employment relationship.
The parties agree that breach may cause harm for which damages alone are inadequate, and that a Discloser may seek injunctive relief in addition to other remedies.
This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Wyoming for any dispute arising out of or relating to this Agreement.
This is the entire agreement on this subject and supersedes prior discussions. It may be amended only in writing.
You accept this Agreement by accepting the Scalewrights Engagement Terms at checkout, by replying to the email that carries it with the words “I agree to the Mutual NDA,” or by checking the acceptance box on the Scalewrights intake form. Each record captures the accepting party’s name, email address, and the date and time of acceptance, together with the version of this Agreement shown above. No signature or countersignature is required — Scalewrights is bound the moment you are.