MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic acceptance or execution ("Effective Date"), by and between:
Company: Industrious Models LLC d/b/a Industrious 3D with its principal place of business in Alpharetta, GA ("Service Provider"), and
Client: The individual or entity uploading materials, requesting quotations, or submitting engineering data ("Client").
Service Provider and Client may collectively be referred to as the "Parties" or individually as a "Party."
1. Purpose
The Parties desire to explore or engage in a business relationship involving engineering review, Design for Additive Manufacturing (DFAM) evaluation, quoting, prototyping, additive manufacturing (including SLS and SLA fabrication), and related manufacturing services (the "Purpose").
2. Definition of Confidential Information
"Confidential Information" means any proprietary or non-public information disclosed by either Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally, visually, or in tangible/electronic form. Confidential Information includes, without limitation:
3D CAD models, geometric definitions, mesh files, and engineering drawings (including STEP, STP, STL, OBJ, 3MF, and native CAD formats).
Physical prototypes, printed specimen parts, custom fixturing designs, tooling specifications, and material formulations.
Pricing structures, manufacturing quotes, cost estimates, production capacities, and delivery schedules.
Proprietary algorithms, software tools, customer lists, and business strategies.
3. Exclusions from Confidential Information
Confidential Information does not include information that the Receiving Party can demonstrate:
Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
Was already rightfully in the Receiving Party’s possession prior to disclosure without restriction;
Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential Information; or
Is rightfully obtained from a third party authorized to make such disclosure without restriction.
4. Obligations and Standard of Care
The Receiving Party agrees to:
Hold all Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential data of like nature, but no less than a reasonable standard of care;
Use Confidential Information solely to evaluate, quote, prepare, program, and manufacture parts to fulfill the Purpose; and
Restrict disclosure of Confidential Information strictly to employees, contractors, and technical advisors who need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
5. Intellectual Property Rights
All Confidential Information, including uploaded CAD geometry, proprietary part designs, and derivative manufacturing setups, remains the exclusive property of the Disclosing Party. Nothing in this Agreement grants either Party any license, title, patent, copyright, or trademark rights, except the limited right to process and print parts as requested.
6. Term and Termination
This Agreement governs all disclosures made within two (2) years from the Effective Date.
The obligations of confidentiality and non-use will survive for a period of three (3) years from the date of disclosure; provided, however, that any trade secrets disclosed shall remain protected for as long as they qualify as trade secrets under applicable law.
7. Data Retention and Destruction
Upon written request by the Disclosing Party, the Receiving Party will promptly delete or destroy all digital files (including CAD geometry and slicer project files) and physical materials containing Confidential Information, except for standard automated IT backup archives that are overwritten in the ordinary course of business.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Fulton County, Georgia.
9. Electronic Acceptance
Checking an acceptance box, submitting files through the Service Provider's online intake portal, or exchanging confirmed electronic transmissions shall constitute valid, legally binding execution of this Agreement.