Trackside Systems

MUTUAL NON-DISCLOSURE, CONFIDENTIALITY, NON-COMPETE, AND INTELLECTUAL PROPERTY AGREEMENT


This Agreement is made between

    (Potential Buyer), residing at:

and AutoInterests, LLC with offices at 1321 Davis St SW Canton, OH 44706, USA.

WHEREAS, Potential Buyer and AutoInterests, LLC mutually desire to engage in discussions which may lead to a business relationship involving both parties; and

WHEREAS, the parties in the course of their dealings may furnish to each other "Confidential Information" as defined in Paragraph 1 and do not wish to convey any interest or copyright therein to the other, or make such Confidential Information public or common knowledge; to be disclosed to any third party, or permit any use thereof except to engage in such discussions and

NOW, THEREFORE, in consideration of the business discussions, disclosure of Confidential Information and any future business relationship between the parties, it is hereby agreed as follows:

  1. CONFIDENTIAL INFORMATION. For purposes of this Agreement, the term "Confidential Information" shall mean the following:

Any information, business plan, concept, idea, know-how, process, technique, program, design, formula, algorithm or work-in-process, any engineering, manufacturing, marketing, technical, financial, data, or sales information, or any information regarding suppliers, customers, employees, investors, or business operations, processes, or procedures, and any other information or materials, whether in written, or graphic, or any other form or that is disclosed orally, or electronically, or otherwise which is learned or disclosed in the course of discussions, studies, or other work undertaken between the parties.

Without limiting the generality of the foregoing, Confidential Information shall include all information and materials disclosed orally or in any other form, regarding AutoInterests, LLC's software products or software product development, including, but not limited to, the configuration techniques, data classification techniques, user interface, applications programming interfaces, data modeling and management techniques, data structures, and other information of or relating to AutoInterests LLC's software products or derived from testing or other use thereof.  Confidential Information shall not include any information included under Paragraph 8.

  1. JOINT UNDERTAKING. Both Potential Buyer and AutoInterests, LLC (on behalf of themselves and their respective employees) agree that they will not at any time disclose, give, or transmit in any manner or form or for any purpose, the Confidential Information received from the other party to any person, party, firm or corporation entity or use such Confidential Information for its own benefit or the benefit of anyone else, or for any purpose other than to engage in discussions regarding a possible business relationship involving both parties.  Without limitation of the generality of the foregoing, neither party may use, refer to or otherwise benefit from the Confidential Information of the other party in connection with such party’s market research, competitive analysis, development, planning, marketing or other business activities.

Both Potential Buyer and AutoInterests, LLC shall take all reasonable measures to preserve the confidentiality and avoid the disclosure of the other party’s Confidential Information, including but not limited to those steps taken with respect to the party’s own confidential information of like importance.  Neither party shall disassemble, decompile or otherwise reverse engineer any software product of the other party and, to the extent any such activity may be permitted, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement.

  1. NEED TO KNOW BASIS. Each party shall limit its disclosure of the other party's Confidential Information to those of its officers and employees to which such disclosure is necessary for purposes of the discussions contemplated by this Agreement.

  2. RETURN OF CONFIDENTIAL INFORMATION. Upon request of the other party, or upon termination of the discussions and/or regarding a business relationship between the parties, each party shall promptly deliver to the other any and all documents, notes, or other physical embodiments of or reflecting the Confidential Information (including any copies thereof) that are in their possession or control.

At the request of the other party, a responsible officer of each party shall verify, and provide the other party with written certification of, the completeness of the delivery of such materials.

  1. NONCONVEYANCE / INTELLECTUAL PROPERTY. Nothing in this Agreement shall be construed as conveying to any party any right, title or interests or copyright in or to any Confidential Information of the other party; or to convey any license as to use, sell, exploit, copy or further develop any such Confidential Information.

All works developed jointly during any resulting business engagement between the two parties including software source code, configurations and similar intellectual property shall become the sole property of AutoInterests, LLC.

  1. NONDISCLOSURE OF DISCUSSIONS. Each party agrees that, in addition to the other confidentiality obligations hereunder, it will not disclose to any third party that it is having any discussions with the other party with respect to establishing a business relationship.

  2. AGREEMENT NOT TO COMPETE. Potential Buyer agrees that for the duration of this agreement and for a period of three years after the termination of this agreement, the Potential Buyer will not engage in business activities that compete with AutoInterests, LLC in the areas of motorsports event management, “track days”, high performance driver education, or similar activities that could reasonably be determined to be competitive with AutoInterests, LLC except where Potential Buyer is already actively engaged in such activities prior to the execution of this agreement.  The strictest of confidentiality shall be maintained regarding proprietary software features & functionality, customer information and strategy related to AutoInterests, LLC solutions and business initiatives.


  3. EXCLUDED INFORMATION. The parties agree that their mutual covenant not to disclose or use Confidential Information of the other party shall not apply to any information to the extent that the information:

    a) is, or at any time becomes, available to the public, other than through an act or omission of the receiving party,

    b) is independently discovered or developed by employees or contractors who have had no access to the Confidential Information of the other party, or

    c) is rightfully obtained from a third party without any obligation of confidentiality.

  4. COURT ORDERED DISCLOSURE. Neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government; provided, that ten (10) days reasonable notice is first be given to the party whose Confidential Information is to be so disclosed so that such party may seek a protective order and/or engage in other efforts to minimize the required disclosure.  The parties shall cooperate in seeking the protective order and engaging in such other efforts.

  5. NO COMMITMENT. This Agreement does not in any way bind the parties to enter into a business relationship of any nature with the other.  Nothing herein or any other verbal representations made by either party shall be construed as a binding commitment to establish a business relationship.  Neither party shall have any liability to the other, except for the breach of this Agreement, if the parties do not establish a business relationship that is expressed in writing and expressly stated to be legally binding.

  6. REMEDIES. If there is a breach of this Agreement by a party hereto, the other party shall have all remedies in law and/or equity including, but not limited to, appropriate injunctive relief for specific performance as may be granted by a court of competent jurisdiction.

  7. ATTORNEY'S FEES. In the event any suit or other action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be paid reasonable attorney's fees and court costs.

  8. NONASSIGNMENT. Neither party shall have the right to assign or transfer this Agreement or any rights hereunder to any third party without the prior written consent of the other party.

  9. ENTIRE AGREEMENT. This Agreement, in addition to the separately executed “Standard Buyer’s Confidentiality Agreement”, constitutes the entire agreement between the parties with respect to the subject matter addressed herein.  This Agreement may not be amended or modified except in writing signed by both parties.

    The undertakings of this Agreement, including but not limited to those relating to the confidentiality and non-use of Confidential Information, shall continue after the termination of this Agreement or any discussions between the parties.  Each party waives the benefit of any statute of limitations affecting its liability under this Agreement, or the enforcement of this Agreement, to the full extent permitted by applicable law.

  10. GOVERNING LAW. This Agreement shall be construed for all purposes in accordance with the laws of the State of Ohio.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the latest date set forth below:

Potential Buyer:

Company:

Name:

Title:

Email:

Date:

AutoInterests, LLC:

Name: Jason Kennedy

Title: President

Date:

Leave this empty:

Signature arrow sign here

Signed by Jason Kennedy
Signed On: August 25, 2025


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Document name: MUTUAL NON-DISCLOSURE, CONFIDENTIALITY, NON-COMPETE, AND INTELLECTUAL PROPERTY AGREEMENT
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August 4, 2025 3:18 pm ESTMUTUAL NON-DISCLOSURE, CONFIDENTIALITY, NON-COMPETE, AND INTELLECTUAL PROPERTY AGREEMENT Uploaded by Jason Kennedy - contact@tracksideapp.com IP 98.157.110.11
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