Confidentiality & Intellectual Property Agreement

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 Intelligence Hub (“the Hub”).

1. Proprietary Intelligence Data

The Hub 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.

2. Obligations

You agree to:

1. treat all information accessed through the Hub as strictly confidential;
2. use Hub data solely for your authorised business purposes on behalf of the Client;
3. not disclose, reproduce, distribute, or transmit any Hub content to any third party without prior written consent from OCS and the Client;
4. not use Hub intelligence for personal financial gain, competitive advantage outside your authorised scope, or any purpose adverse to the Client or OCS.

3. Permitted Use

You may use Hub data internally to inform business decisions, product strategy, sales activities, and competitive positioning on behalf of the Client. Export and sharing of content is limited to internal team members who have also accepted these terms.

4. Security

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@omnicybersolutions.com.

5. Duration

Your confidentiality obligations commence on account activation and survive indefinitely after account closure or termination, with respect to information accessed during your authorised period.

6. Intellectual Property Ownership

The OmniAxis Intelligence Hub — including but not limited to its market intelligence methodologies; competitive assessment frameworks; all 27 scoring dimensions (D1–D27) and their definitions, weightings, and evaluation criteria; 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 Hub 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 Hub 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 Hub methodologies, frameworks, or techniques.

7. Prohibition on Methodology Replication and AI Deployment

You acknowledge that the value of the Hub derives substantially from OCS's proprietary assessment methodology, AI agent architecture, and scoring frameworks. You expressly agree that you will not:

1. use your access to Hub outputs, analyses, or assessments to reconstruct, reverse-engineer, or approximate OCS's underlying assessment criteria, scoring dimensions, or agent logic;
2. instruct, prompt, or direct any artificial intelligence system, large language model, or automated tool to replicate, derive, or simulate any aspect of the Hub's functionality, methodology, assessment criteria, or scoring models;
3. deploy, build, or commission any competing intelligence product, tool, or AI agent that incorporates or is informed by methodology, criteria, or workflows observed through use of the Hub;
4. document, record, or transmit descriptions of the Hub's assessment methodology, AI agent behaviour, or scoring logic for any purpose other than internal use of Hub outputs as authorised under these terms;
5. use Hub outputs as training data, fine-tuning examples, or prompt-engineering inputs for any AI system.

The Client, as the subscribing organisation, holds a limited, non-exclusive, non-transferable licence to access the Hub 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.

8. Remedies

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.

9. Governing Law

This Agreement is governed by the laws of the State of New York, USA. Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in New York, New York, USA.