RODGERS SECURITY SOLUTIONS, LLC

NON-DISCLOSURE AGREEMENT (MASTER)
Effective 

This Non-Disclosure Agreement (“Agreement”) is entered into by and between Rodgers Security Solutions, LLC (“Disclosing Party” or “RSS”) and the individual or entity signing below (“Receiving Party,” “you,” or “Recipient”) for the purpose of protecting confidential, proprietary, and trade secret information exchanged in connection with any business relationship between the parties.

1. Definition of Confidential Information

Confidential Information includes, but is not limited to: business plans, financial data, client/vendor lists, staffing structures, pricing, marketing strategies, technical processes, site logistics, training materials, intellectual property, internal communications, proprietary technology, and any other information reasonably considered confidential.

Confidential Information does not include information that:

• Was lawfully known prior to disclosure
• Becomes public without breach
• Is received lawfully from a third party not bound by confidentiality
• Is independently developed without use of the confidential material
• Is required to be disclosed by law, provided proper notice is given (see Section 4)

2. Use & Limitation

Recipient agrees to:

• Use Confidential Information solely for the permitted business purpose
• Not disclose it to any third party without written authorization
• Limit internal access to only those with a need to know
• Maintain confidentiality using the same degree of care as used to protect their own confidential information (but not less than reasonable care)

3. Ownership & Rights

All Confidential Information remains the sole property of RSS. No license, transfer of rights, or ownership is granted through this Agreement.

4. Compelled Disclosure

If legally compelled to disclose Confidential Information, the Recipient will notify RSS in advance (when legally permissible) so RSS may seek a protective order or limit disclosure. Recipient will cooperate in such efforts.

5. Term & Duration

This Agreement is effective upon signing and shall remain in effect for ten (10) years. Obligations related to trade secrets and proprietary information continue indefinitely.

6. Remedies

Recipient acknowledges that unauthorized disclosure or misuse may cause irreparable harm. RSS is entitled to seek injunctive relief and recover legal costs, including attorneys’ fees, in the event of breach.

7. Return or Destruction

Upon request or termination of the business relationship, Recipient agrees to return or destroy all physical and digital Confidential Information and certify its destruction if requested.

8. Non-Circumvention (Optional Clause)

Recipient shall not bypass, interfere with, or exploit RSS business contacts or opportunities without written consent.

9. Governing Law & Venue

This Agreement is governed by the laws of the State of California. The parties consent to the exclusive jurisdiction of the courts located in Los Angeles County, California.

10. Entire Agreement

This document constitutes the entire agreement regarding confidentiality and supersedes any prior agreements (oral or written) related to its subject matter.

Acknowledgment & Electronic Signature

By signing below or submitting this form electronically, I acknowledge that I have read and understood this Agreement. I agree to comply with its terms and understand that my signature is binding under applicable laws, including the California Uniform Electronic Transactions Act (UETA).