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Last Modified: December 4, 2025
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is entered into by and between Artemis ABA, Inc. (“Company”), a Texas Limited Liability Company with its primary office located at 16633 N Dallas Pkwy, Suite 456, Dallas, TX 75001, and any individual or entity (“Customer” and collectively with the Company, the “Parties”) that accesses, registers for, or uses the Company’s software or services and indicates acceptance of this Agreement through electronic acknowledgment. By checking the acceptance box, creating an account, or using the software, the Customer agrees to be bound by the terms of this Agreement.
WITNESSETH:
WHEREAS, the parties desire to exchange certain information and data deemed proprietary and/or confidential, which information (i) is contained in their products, intellectual property, services, customers, employees (ii) relates to their operations, financial condition or existing or potential services or business ideas in connection with the exploitation of such potential services, products, or business ideas or other transaction between the parties; or (iii) relates to, describes, or embodies, or is embodied in the products offered by the Parties. For purposes of this Agreement, the party disclosing the Confidential Information shall be deemed the “Disclosing Party” and the party receiving the Confidential Information shall be deemed the “Receiving Party.”
NOW, THEREFORE, the parties hereto agree as follows:
1. Confidential Information
For the purpose of this Agreement, "Confidential Information" shall mean any and all Intellectual Property, as defined below, belonging to the Disclosing Party, customer information, financial information, or confidential proprietary information with respect to the products and services of the Disclosing Party received by Receiving Party from the Disclosing Party that is: (i) marked "Proprietary and Confidential" by the Disclosing Party; (ii) or in respect of which the receiving party has received from the Disclosing Party specific written notice of its proprietary and confidential nature; or (iii) regardless of whether notice of the proprietary and confidential nature of such information is received, all information and materials disclosed to the Receiving Party under circumstances where the nature of such information or materials or the manner or context of its disclosure, should reasonably indicate to the Receiving Party the confidential nature of such information or materials, including, but not limited to information with respect to the performance, interface, functions, and capabilities of the products offered by the Disclosing Party. Confidential Information shall not include information that: (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) was rightfully communicating to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or (e) was developed by employees or agents of the Receiving Party who had no access to any Confidential Information
2. Confidentiality
Commencing on the date hereof Receiving Party shall not disclose, directly or indirectly, in whole or in part, to any third party, firm or corporation, any Confidential Information which it receives from Disclosing Party, except that any such information may be disclosed to the Receiving Party’s employees, agents, partners or advisors in connection with the business relationship of the Parties. Except as provided above, Receiving Party expressly agrees that it shall not otherwise use the Confidential Information for its own benefit or reproduce or distribute Confidential Information to a third party without the prior written approval of the Disclosing Party. Notwithstanding anything in the foregoing to the contrary, nothing in this Agreement shall impact, impair, or impede the Customer’s right to use, implement, license, improve, or build off of the source code underlying customizations to the Customer’s software created at the request of the Company. Receiving party shall use the same degree of care in safeguarding the Confidential Information as it uses for its own confidential and proprietary information.
3. Ownership of Information; Implementation of Safeguards.
All Confidential Information shall be and remain the property of the Disclosing Party. Receiving party agrees to advise all its employees, agents, partners and advisors who may be granted access to Confidential Information, of their obligation to maintain the confidentiality of such Confidential Information under the terms of this Agreement.
4. INTELLECTUAL PROPERTY RIGHTS.
4.1 "Intellectual Property Rights" means and includes: (i) all rights in any patentable inventions and all United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all rights in any works of authorship, including but not limited to, any moral rights and copyrights in any work of authorship recognized by foreign or domestic law, by statute or at common law or otherwise, including all copyright registrations issued by the United States Register of Copyrights and applications therefor, together with any renewal or extension thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom;(iii) all rights in any trademarks, service marks, domain names, trade names or trade dress, and all goodwill relating thereto; (iv) all rights in any trade secrets (including, without limitation, Trade Secrets as defined herein), know-how, and Confidential Information; and (v) other intellectual property rights protectible under any laws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect there to and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof.
4.2 Intellectual Property Ownership
Receiving Party acknowledges and agrees that Disclosing Party owns all right, title, and interest, including but not limited to Intellectual Property Rights, in and to the Confidential Information and Trade Secrets. Notwithstanding anything in the foregoing to the contrary, the terms and conditions of that certain Software and Services License Agreement by and between the Parties shall control with respect to the development of any works, materials, products, or other intellectual property rights by Customer in furtherance of the business relationship of the Parties.
5. Employee
For the period during which the Parties are collaborating under the Software Services License Agreement and for a period of one (1) year thereafter, Parties shall not without the other's prior written consent employ or seek to employ any person then currently employed by the other Party or otherwise directly or indirectly induce such persons to leave their employment thereat.
6. Termination
Either party may terminate this Agreement at any time by delivering a written notice of termination to the other party. In the event of a breach of this Agreement, the non-breaching party may also immediately terminate the Software Services and License Agreement. In the event of a termination of the Software Services and License Agreement, the obligations of the parties upon such termination shall be governed by the terms of the Software Services and License Agreement. Upon termination of this Agreement, the Receiving Party shall return to the disclosing party all copies of the Confidential Information in Employee’s possession, if so instructed by the Disclosing Party, the receiving party shall destroy all such copies and certify to the Disclosing Party in writing that it has done so. Notwithstanding such termination, the restrictions on disclosure and use of Confidential Information arising under this Agreement shall continue to be effective for three (3) years after the date of termination.
7. Injunctive Relief
In the event that either party breaches any provision of this Agreement (including any breach by an employee, agent, partner or advisor of such party), or in the event that the disclosing party can demonstrate that any such breach is an imminent possibility, the disclosing party shall be entitled to terminate this Agreement without notice and shall be entitled to all legal and equitable remedies afforded it by law or equity as a result thereof, including injunctive relief, it being acknowledged that the disclosing party would be irreparably harmed by the unauthorized disclosure of Confidential Information, and the disclosing party, in addition to any and all other forms of relief, recover from the receiving party all reasonable costs and attorneys' fees incurred by it in seeking any such remedy.
8. Assignment: Amendment; Waiver: Entire Agreement
This Agreement may not be assigned by either party without the prior written consent of the other party except in connection with a sale of all or substantially all of the assigning party’s assets. This Agreement may not be amended, or any provision hereof waived in whole or in part except by a written agreement signed by both parties hereto. This Agreement, along with the Software Services License Agreement, contain the entire Agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments, or agreements, oral or written, pertaining to the subject matter hereof.
9. Governing Law: Savings Clause.
This Agreement shall be governed by and constructed in accordance with the laws of the State of Texas with jurisdiction in Dallas. If any provision of this Agreement is declared void or otherwise unenforceable, such provision shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect.
10. Trial Period Usage; Prohibited Competitive Use
10.1 Use Limited to Evaluation Only.
If the Customer is granted access to any Artemis ABA software, platform, documentation, training materials, demonstrations, APIs, or related systems as part of a trial, preview, proof of concept, pilot program, or evaluation period (“Trial Period”), such access shall be used solely for internal evaluation purposes by the Customer and its authorized personnel.
10.2 No Use By Competitors.
The Customer expressly agrees that, during the Trial Period and thereafter, the Artemis ABA software, platform, features, workflows, architecture, user interface, documentation, and any other Confidential Information shall not be accessed, reviewed, tested, evaluated, shared, or used in any capacity by a competitor of Artemis ABA, including but not limited to:
(a) any business engaged in the development, sale, marketing, or operation of ABA therapy software, EMR/EHR systems, practice management systems, billing or RCM platforms, documentation tools, or related healthcare technology solutions;
(b) consultants, subcontractors, advisors, technology vendors, or any third party engaged by Customer who also provides services to an Artemis ABA competitor;
(c) any entity seeking competitive intelligence, product comparison, reverse engineering, workflow mapping, design replication, or system benchmarking.
Any access or use by a competitor, directly or indirectly, constitutes a material breach of this Agreement.
10.3 Prohibition on Reverse Engineering and Competitive Analysis.
During the Trial Period, Customer shall not directly or indirectly:
(i) perform or allow any reverse engineering, source analysis, architecture mapping, workflow reproduction, penetration testing, or system decompilation;
(ii) evaluate or compare the Artemis ABA platform for competitive product development;
(iii) use the software or Confidential Information to design or improve any competing product or service;
(iv) disclose system screenshots, recordings, designs, performance information, feature behavior, or internal documentation to any competitive entity.
10.4 Trial Period Data Confidentiality.
All access credentials, trial data, performance data, logs, system behavior, training materials, and demonstrations provided during the Trial Period shall be treated as Confidential Information under this Agreement and shall be protected accordingly.
10.5 Automatic Termination of Trial Access.
The Company may suspend or terminate Trial access at any time and without notice if the Company reasonably suspects misuse, competitive evaluation, or any breach of confidentiality obligations. Customer shall immediately cease use and return or destroy all Confidential Information related to the Trial upon request.
10.6 No Rights Granted.
Except for the limited evaluation access expressly permitted in this section, the Trial Period does not grant Customer any license, ownership, intellectual property rights, or continued right of access to the Company’s software or Confidential Information.
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