Idea Protection Policy

1 Purpose

This Policy informs the ideators, development teams, investors and other individuals eligible to work, invest or participate in the development of the projects and startups.

It is the goal of FWD Ventures (the company) that:

• Ideas will be protected against unauthorized development by investors and the development team.
• Regulatory, contractual and legal requirements will be complied with.
• Infringement of this Policy by investors and/or the development team will result in an indemnification (compensation) in favor of the ideator and the company of one million dollars (USD$1,000,000). Investors and the development team will be subject to disciplinary action and/or criminal prosecution if this policy is infringed by any means.
  
  

2 The Policy

The company and the ideator, require all third parties to accept and comply with this policy where:

2.1 The third parties eligible to work, invest or participate in the development of the projects and startups shall not, by any means, engage in unauthorized development of the ideas presented by ideators and the company.

2.2 During the term of the development of the project with the company and the ideator, third parties shall not engage in any competitive act contrary to the company and ideator business interests.

2.3 Unless the obligation is waived or limited by the company, third parties agree that during the relationship with the company and for a period of two (2) years following termination of the relation for any reason, with or without cause, third parties will not:

2.3.1 Directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any business development or commercial activity in competition with any part of the ideas, projects, startups or the company’s business as conducted as of the date of such termination of the relationship or with any part of the company’s contemplated business at that time.

2.3.2 Approach, counsel, solicit or attempt to induce any person related to the ideas, projects, startups or the company, to engage in competitive malpractices of any kind. Third parties will not directly or indirectly hire any of the company’s employees, or solicit any of the companie’s employees for the purpose of hiring them or inducing them to leave their employment or contract with the company, nor will the third parties own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by, or be connected in any manner with any person or entity which engages in the conduct proscribed in this document.

2.3.3 Third parties eligible to work, invest or participate in the development of the projects and startups shall not disclose or use for the benefit of themselves or any other person, corporation, partnership, joint venture, association, or other business organization, any of the information, trade secrets or “confidential business information” of the ideas, projects, startups or the company. For the purpose of this Agreement, “trade secrets” of the company shall include, but shall not be limited to, any proprietary and technical information of the company and the projects in the nature of sales, pricing methods, operating systems, and associated procedures and systems, information, programs, services, systems, inventions, and the like developed or employed by the company. For the purpose of this Agreement, “confidential business information” of the company shall include any information other than trade secrets that is (1) of any value or significance to the company and (2) not generally known to the competitors of the company nor intended by the company for general dissemination, including but not limited to any and all proprietary and technical information of the company in the nature of business models, business developments, business operations, operating systems, and associated procedures and systems, information, accounting and financial data, customers lists and customer information, current or potential suppliers, vendors, design systems, pricing and discounting practices. the company’s market data, sources of supply, special programs relating to sales, project files, prospect reports, service, training, and information about the company itself and its executives, officers, directors, and employees.

2.3.4 Third parties will not, during the term or after the termination of the relationship with the company, make disparaging statements, in any form, about the company, its officers, directors, agents, employees, developed projects and startups, products or services which the third parties know, or has reason to believe, are false or misleading.

2.4 Third parties in breach of this policy will indemnify (compensate) the ideator and the company for one million dollars (USD$1,000,000). Third parties are subject to disciplinary action and/or criminal prosecution if this policy is infringed by any means. The company will take legal action to ensure that the business and commercial interests of the ideator and the company are protected.

3 APPLICABLE LAW

This Agreement and all related documents are governed by, and construed in accordance with, the laws of the State of Florida, United States of America.