Intellectual Property, Non-Disclosure & Evaluation Access Agreement

NuroTrack

• Agreement Version: 2.1
• Effective Date: October 9, 2026
• Platform: NuroTrack OJT Tracking Web Application and Associated Services
• Provider: NuroTrack

1. AGREEMENT AND ELECTRONIC ACCEPTANCE

This Intellectual Property, Non-Disclosure & Evaluation Access Agreement ("Agreement") is a legally binding agreement between NuroTrack and the individual accepting it ("User").

By affirmatively selecting "I Agree" or "Accept and Continue," User confirms that User has had an opportunity to review this Agreement, agrees to its terms, and intends the acceptance action to serve as User's electronic signature.

This Agreement governs access to NuroTrack's demonstration and evaluation environments, including the OJT Tracking Web Application, associated features, interfaces, documentation, and services (collectively, the "Platform").

Acceptance is required before accessing protected Platform functions. A User who declines acceptance may not use the evaluation environment.

This Agreement is intended for individuals accessing the Platform throughout the United States, including all fifty states and the District of Columbia.

2. INTELLECTUAL PROPERTY OWNERSHIP

2.1. NuroTrack retains all right, title, and interest in intellectual property owned or lawfully controlled by NuroTrack, including its legally protectable software, original designs, technical implementations, proprietary documentation, and trade secrets ("NuroTrack Intellectual Property").

2.2. NuroTrack Intellectual Property may include:

• •Proprietary source code, software components, and application architecture.
• •Original database designs, schemas, relationships, and processing mechanisms.
• •Proprietary algorithms, configuration systems, and validation logic.
• •Original user interface designs, navigation structures, visual assets, and documentation.
• •Proprietary OJT tracking, verification, approval, and record-management implementations.
• •Certification qualification, eligibility, and competency-tracking implementations.
• •Proprietary scheduling, workforce-management, reporting, and audit mechanisms.
• •Original automation, workflow orchestration, and integration implementations.
• •Nonpublic technical specifications, development plans, and system documentation.
• •NuroTrack trademarks, logos, original graphics, and other protected brand assets.
• •Authorized modifications, updates, and derivative works of NuroTrack-owned intellectual property.

2.3. User acknowledges that access to the Platform does not confer ownership of, or any ownership interest in, NuroTrack Intellectual Property.

2.4. No intellectual property rights are transferred or assigned to User under this Agreement.

2.5. Nothing in this Agreement claims exclusive ownership of publicly available industry standards, general concepts, ordinary business processes, independently developed technology, individual training records, or intellectual property lawfully belonging to another party.

2.6. Third-party and open-source software remains subject to applicable ownership rights and licenses.

3. CONFIDENTIAL INFORMATION

3.1. "Confidential Information" means nonpublic information disclosed by NuroTrack or accessed through the Platform that is identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

3.2. Confidential Information may include:

• •Nonpublic system architecture, internal implementation details, and technical documentation.
• •Proprietary algorithms, validation logic, software configurations, and database structures.
• •Trade secrets and confidential operational processes.
• •Unreleased functions, development plans, and product roadmaps.
• •Nonpublic business strategies, financial information, pricing, and commercial arrangements.
• •Nonpublic customer, contractor, and organizational information.
• •Authentication credentials, security configurations, and nonpublic vulnerabilities.
• •Confidential employee, apprenticeship, certification, and training records entrusted to NuroTrack.
• •Materials expressly designated confidential during an evaluation or demonstration.

3.3. The fact that a user can view a feature does not automatically make every aspect of that feature confidential. Confidentiality depends on the nature of the information, its public availability, and the circumstances under which it was provided.

3.4. Confidential Information excludes information that User can demonstrate:

• a.Became publicly available without violation of a confidentiality obligation;
• b.Was lawfully known to User without restriction before disclosure;
• c.Was independently developed without use of Confidential Information;
• d.Was lawfully obtained from a third party without confidentiality restrictions; or
• e.Was approved for disclosure by the party authorized to grant that approval.

4. NON-DISCLOSURE AND PERMITTED EVALUATION SHARING

4.1. User agrees to use Confidential Information solely for authorized evaluation and associated legitimate business activities.

4.2. User shall exercise reasonable care to protect Confidential Information against unauthorized access, disclosure, reproduction, and distribution.

4.3. User shall not disclose Confidential Information to unauthorized persons or entities without appropriate written authorization, except as allowed under this Agreement or applicable law.

4.4. Permitted Evaluation Sharing. User may discuss NuroTrack's general capabilities, performance, usability, potential applications, implementation requirements, and purchasing considerations with colleagues, employers, union representatives, training administrators, and authorized decision-makers.

4.5. User may share Confidential Information with an employee, adviser, or representative who reasonably needs the information to evaluate the Platform, provided that person is subject to an applicable duty of confidentiality, or NuroTrack has authorized the disclosure.

4.6. User remains responsible for User's own disclosures and shall take reasonable precautions against unauthorized onward disclosure. This clause does not automatically make User liable for independent misconduct by a third party.

4.7. User shall not knowingly place NuroTrack Confidential Information in public repositories, public AI tools, online forums, or unauthorized third-party services.

4.8. Nothing in this Agreement prevents lawful discussion of employment conditions, training requirements, union matters, workplace safety, or other legally protected activities.

5. SOFTWARE COPYING, REVERSE ENGINEERING, AND PROPRIETARY WORKFLOWS

5.1. Except as expressly authorized or permitted by applicable law, User shall not:

• a.Copy, reproduce, distribute, sublicense, or commercially exploit protected components of the Platform.
• b.Attempt to obtain or reconstruct nonpublic source code through decompilation, disassembly, reverse engineering, or similar techniques.
• c.Extract nonpublic database schemas, internal application interfaces, proprietary algorithms, authentication mechanisms, or technical implementation details through unauthorized methods.
• d.Circumvent security controls, access restrictions, or technological protection mechanisms.
• e.Use NuroTrack Confidential Information or unlawfully obtained intellectual property to reproduce protected software implementations or develop unauthorized competing implementations.
• f.Provide confidential technical materials to competitors, developers, or other third parties for the purpose of reproducing protected Platform elements.
• g.Reproduce or distribute proprietary technical documentation or original protected visual assets without authorization.
• h.Remove or alter intellectual property notices or ownership identifiers.

5.2. NuroTrack's general OJT concepts, publicly known industry practices, and functional ideas are not made exclusive merely by this Agreement.

5.3. This Agreement does not prohibit lawful independent development, use of general knowledge and experience, authorized interoperability, or conduct that cannot lawfully be restricted.

5.4. User acknowledges that unauthorized disclosure or misappropriation of legally protected software, confidential implementations, or trade secrets may cause substantial harm to NuroTrack.

6. DEMONSTRATION ACCESS AND EVALUATION LICENSE

6.1. NuroTrack grants User a limited, personal, nonexclusive, nontransferable, revocable license to access the Platform solely for authorized demonstration and evaluation purposes during the period that NuroTrack permits such access.

6.2. Authorized activities include:

• •Exploring the application's features and functionality.
• •Evaluating OJT tracking and certification management.
• •Reviewing training verification and approval processes.
• •Testing workflows using authorized demonstration data.
• •Assessing organizational implementation requirements.
• •Providing feedback and recommendations.
• •Discussing potential adoption with appropriate organizational decision-makers.

6.3. Demonstration access does not authorize commercial redistribution, sublicensing, deployment for operational production use, or unrestricted access to other organizations' information.

6.4. User shall not use an evaluation account to perform live safety-critical, employment, certification, or regulatory decisions unless NuroTrack has expressly authorized production use under a separate applicable agreement.

6.5. Demonstration features, data, and services may change during evaluation. NuroTrack does not represent that a demonstration environment is an approved production recordkeeping system.

6.6. NuroTrack may suspend, restrict, expire, or terminate evaluation access for legitimate security, contractual, operational, or compliance reasons, subject to applicable law.

6.7. When evaluation access ends, User shall cease unauthorized use of Platform materials and comply with applicable obligations concerning retained Confidential Information.

7. DEMONSTRATION DATA, RECORDS, AND RETENTION

7.1. The Platform may contain simulated employee records, fictional OJT entries, sample certifications, and other demonstration information.

7.2. User shall not represent demonstration information as an authentic or verified record of training, qualification, certification, or employment.

7.3. User shall not upload actual employee personal information, sensitive records, proprietary employer data, or confidential organizational documents into a demonstration environment unless NuroTrack expressly authorizes such use and appropriate data-handling terms apply.

7.4. Demonstration data may be reset, replaced, archived, or deleted as part of ordinary evaluation-environment management, subject to applicable legal obligations and any express commitments concerning real user data.

7.5. NuroTrack does not acquire ownership of an individual's underlying training hours, qualifications, certification history, or preexisting records solely because that information is entered into the Platform.

7.6. Rights in actual records remain subject to applicable law, legitimate ownership interests, and governing organizational agreements.

7.7. NuroTrack retains its rights in the proprietary software and technical systems used to organize, validate, process, and manage such information.

8. SCREENSHOTS, RECORDINGS, AND PUBLIC DISCLOSURE

8.1. User may describe NuroTrack's general capabilities and discuss potential adoption with authorized colleagues and decision-makers.

8.2. User shall not publicly publish, commercially distribute, or otherwise disclose screenshots, recordings, videos, or documentation revealing Confidential Information without appropriate authorization, except as legally protected.

8.3. Internal screenshots, notes, and materials reasonably necessary for authorized evaluation may be shared subject to the confidentiality requirements of this Agreement.

8.4. User shall not disclose private employee, customer, or organizational records except as authorized or lawfully permitted.

8.5. These restrictions do not prohibit legally protected reporting, workplace discussions, labor activity, or necessary disclosures to legal advisers and regulators.

9. ACCOUNT SECURITY AND ACCEPTABLE USE

9.1. User shall access the Platform only through assigned accounts and authorized permissions.

9.2. User shall not knowingly:

• •Share credentials with unauthorized individuals.
• •Impersonate another user.
• •Attempt to access another organization's restricted information.
• •Manipulate audit records or authentication controls.
• •Falsify OJT hours, mentor approvals, certifications, or qualifications.
• •Conduct unauthorized vulnerability testing, automated extraction, or security bypasses.
• •Interfere with the Platform's availability, security, or operation.

9.3. User shall promptly report suspected unauthorized access, credential compromise, or accidental disclosure of Confidential Information.

9.4. User may report security vulnerabilities through authorized channels and may engage in conduct protected by applicable law.

9.5. Nothing in this Agreement authorizes surveillance, access, or collection of User information beyond what is disclosed in applicable privacy notices and permitted by law.

10. FEEDBACK AND IMPROVEMENTS

10.1. User may voluntarily submit suggestions, comments, enhancement requests, or other product feedback.

10.2. To the extent User owns the relevant rights, User grants NuroTrack a worldwide, perpetual, nonexclusive, irrevocable, royalty-free license to use, reproduce, adapt, incorporate, and commercialize voluntarily submitted product feedback.

10.3. This provision does not assign ownership of independent inventions, source code, employee records, third-party materials, or preexisting intellectual property.

10.4. User shall not knowingly submit another party's confidential information without authorization.

10.5. Improvements to NuroTrack-owned software developed independently by NuroTrack remain NuroTrack's property, subject to applicable third-party rights.

11. NO IMPLIED OWNERSHIP TRANSFER

11.1. No demonstration, presentation, evaluation, account invitation, or technical disclosure transfers ownership of NuroTrack Intellectual Property.

11.2. An assignment, sale, or exclusive license of intellectual property requires a separate legally effective written agreement executed by authorized parties.

11.3. User's acceptance does not automatically bind User's employer, union hall, contractor, training organization, or other affiliated entity.

11.4. This Agreement does not supersede valid preexisting third-party intellectual property rights or independently create ownership in disputed technology.

12. CONTINUING CONFIDENTIALITY OBLIGATIONS

12.1. User's confidentiality obligations continue after demonstration access ends.

12.2. For Confidential Information not qualifying as a legal trade secret, obligations continue for three (3) years after User's last authorized access, unless the information ceases to qualify as Confidential Information sooner.

12.3. For legally protected trade secrets, obligations continue for as long as the information qualifies for trade secret protection under applicable law.

12.4. Termination does not authorize infringement of NuroTrack Intellectual Property or unlawful use of previously acquired trade secrets.

12.5. Upon reasonable request, User shall return or securely delete retained copies of Confidential Information, except where legally required or permitted to retain them, including copies necessary for legitimate personal records or legal claims.

13. PROTECTED LEGAL AND LABOR RIGHTS

13.1. Nothing in this Agreement prohibits User from:

• a.Reporting suspected violations of law to governmental or regulatory authorities.
• b.Communicating with an attorney.
• c.Participating in investigations or legal proceedings.
• d.Reporting workplace safety or compliance concerns.
• e.Discussing wages, hours, working conditions, or other matters protected by labor laws.
• f.Engaging in lawful union, collective bargaining, or protected concerted activities.
• g.Exercising applicable whistleblower protections.
• h.Making disclosures required or protected by applicable law.

13.2. Nothing requires User to notify NuroTrack before making a legally protected confidential report to an appropriate government authority or attorney.

Notice of Trade Secret Immunity Under 18 U.S.C. § 1833(b)

An individual shall not be held criminally or civilly liable under federal or state trade secret law for a disclosure of a trade secret that is made in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely for reporting or investigating a suspected violation of law.

An individual may also disclose a trade secret in a complaint or other document filed in a lawsuit or proceeding when the document is filed under seal.

An individual who files a lawsuit alleging retaliation for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the proceeding, provided that documents containing the trade secret are filed under seal and the information is not otherwise disclosed except by court order.

This notice does not authorize unlawful access to information or other conduct independently prohibited by law.

14. BREACH AND LEGAL REMEDIES

14.1. User acknowledges that unlawful disclosure, misappropriation, or infringement of protected intellectual property may cause substantial harm to NuroTrack.

14.2. NuroTrack may seek available legal and equitable remedies for actual or threatened violations, including injunctive relief where permitted by law.

14.3. NuroTrack may seek provable damages, legally available statutory remedies, and attorney's fees when authorized by applicable law or another enforceable agreement.

14.4. This Agreement does not create automatic penalties, predetermined damages, or a presumption that every breach causes irreparable harm.

14.5. User retains the right to contest alleged breaches, remedies, and enforceability.

15. NATIONWIDE APPLICATION AND GOVERNING LAW

15.1. This Agreement is intended to apply to authorized Platform users located throughout the United States.

15.2. This Agreement does not select the law of one particular state. Applicable federal law controls where it applies. Otherwise, the law of a court with proper jurisdiction applies, including any mandatory provisions that cannot be waived.

15.3. Intellectual property, trade secret, and electronic signature matters shall be subject to applicable federal and state laws, including the Defend Trade Secrets Act, relevant state trade secret statutes, the federal Electronic Signatures in Global and National Commerce Act, and applicable state electronic transaction laws.

15.4. Disputes may be brought before a court with appropriate subject-matter and personal jurisdiction, consistent with applicable law.

15.5. Nothing herein waives nonwaivable rights, remedies, or jurisdictional protections.

15.6. The parties do not agree to mandatory arbitration solely through this Agreement.

16. ELECTRONIC SIGNATURE, VERIFICATION, AND ACCEPTANCE RECORDS

16.1. User expressly agrees that affirmative selection of the designated acceptance control constitutes acceptance of this Agreement and expresses User's intention to sign electronically.

16.2. NuroTrack may maintain a verifiable electronic record containing:

• •User's authenticated account ID and available name.
• •Associated organization, when applicable.
• •Agreement title and version.
• •Exact accepted agreement content or its immutable reference.
• •Cryptographic hash identifying the accepted agreement.
• •UTC date and time of acceptance.
• •Recorded affirmative acceptance action.
• •Session or authentication reference.
• •IP address and relevant browser or device information, subject to applicable privacy requirements.
• •Record of any subsequent acceptance, withdrawal, or superseding version.

16.3. NuroTrack shall make the accepted Agreement available in a form reasonably capable of being saved, retained, and reproduced.

16.4. Agreement acceptance records may be preserved to support security, recordkeeping, compliance, and resolution of legitimate disputes, subject to applicable privacy and retention requirements.

16.5. NuroTrack may require renewed affirmative acceptance when material terms change.

16.6. An agreement version shall not be altered after acceptance in a manner that misrepresents what User originally accepted.

16.7. Electronic signatures and records shall be interpreted in accordance with applicable law.

17. TERM, TERMINATION, AND MODIFICATIONS

17.1. This Agreement becomes effective upon valid electronic acceptance.

17.2. It governs evaluation access while such access remains authorized, together with any obligations expressly surviving termination.

17.3. NuroTrack may terminate or restrict demonstration access in accordance with applicable law and legitimate operational, security, or contractual needs.

17.4. Material revisions shall be presented for affirmative acceptance before becoming binding when required by applicable law or this Agreement.

17.5. No revision retroactively changes an already accepted agreement unless lawfully and expressly agreed.

18. SEVERABILITY AND ENTIRE AGREEMENT

18.1. If a provision is determined invalid or unenforceable, the remaining provisions shall remain effective to the extent permitted by law and consistent with the Agreement's essential purpose.

18.2. This Agreement constitutes the agreement between NuroTrack and User concerning confidentiality, intellectual property, and demonstration evaluation access covered herein.

18.3. It does not automatically amend separate customer, employment, union, contractor, or organizational agreements.

18.4. This Agreement creates no general noncompetition restriction and does not prohibit lawful independent software development.

19. FINAL ACKNOWLEDGMENT

By selecting "Accept and Continue," User confirms that:

• 1.User has had an opportunity to read and retain this Agreement.
• 2.User understands that NuroTrack contains legally protected intellectual property and Confidential Information.
• 3.User agrees not to disclose Confidential Information except as permitted.
• 4.User agrees not to unlawfully copy, reverse-engineer, misappropriate, or distribute protected software and materials.
• 5.User understands that demonstration access is for authorized evaluation purposes.
• 6.User acknowledges that training records and general industry methods are distinct from NuroTrack Intellectual Property.
• 7.User retains legally protected reporting, labor, and other nonwaivable rights.
• 8.User voluntarily agrees to the terms through affirmative electronic acceptance.

Electronic Acceptance Record

The stored acceptance record contains the items listed in Section 16.2. Those values are kept with the acceptance and are not blank fields in this text.

© 2026 NuroTrack. All rights reserved in NuroTrack-owned intellectual property.

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