Cloud On-Site Tech (Cloud On-Site Tech), a technology services company organized under the laws of the State of Texas, United States of America (hereinafter, the “Disclosing Party”); and
The undersigned receiving party (hereinafter, the “Receiving Party”),
Identities, affiliations, and positions of government officials, corporate executives, and representatives from the U.S., Mexico, EU, AU, UN, World Bank, NATO, and other relevant entities.
Industrial processes, trade secrets, business plans, supply chain details, manufacturing techniques, pricing strategies, investment proposals, financial models, and non-public commercial data.
Classified or restricted national security, defense, energy, infrastructure, public policy information, and any data protected by government classification standards.
Information subject to U.S.-Mexico-Canada Agreement (USMCA) protections, EU Trade Secret Directive standards, GDPR, and other international frameworks.
Consumer or commercially sensitive information that could trigger FTC jurisdiction if misused or disclosed in a manner constituting unfair or deceptive trade practices or antitrust violations.
Is publicly available without breach of this Agreement;
Was lawfully obtained from a third party without an obligation of confidentiality;
Was independently developed by the Receiving Party without reference to the Confidential Information.
Federal Law: Economic Espionage Act (18 U.S.C. §§ 1831-1839): Criminalizes theft or misappropriation of trade secrets. Defend Trade Secrets Act (18 U.S.C. § 1836): Provides federal civil remedies for trade secret misappropriation. Espionage Act (18 U.S.C. §§ 793-798): Addresses unauthorized disclosure of national defense information. Federal Trade Commission (FTC) Act (15 U.S.C. §§ 41-58): Prohibits unfair or deceptive acts or practices affecting commerce, which can include misuse of Confidential Information leading to anti-competitive behavior or consumer harm. Violations may trigger FTC investigations, consent orders, and fines.
State Law (Texas): Texas Uniform Trade Secrets Act (Tex. Civ. Prac. & Rem. Code §134A): Offers civil remedies for trade secret misappropriation.
Antitrust and Competition Laws: Sherman Act (15 U.S.C. §§ 1-7) and Clayton Act (15 U.S.C. §§ 12-27): Prevent anti-competitive agreements or misuse of confidential commercial information that could harm competition. FTC and DOJ share enforcement authority.
Federal Law for the Protection of Industrial Property (Ley Federal de Protección a la Propiedad Industrial): Safeguards industrial secrets and trade secrets.
Mexican Federal Penal Code (Código Penal Federal): Criminalizes unauthorized disclosure of confidential or sensitive information.
USMCA Intellectual Property Chapter: Defines and enforces minimum standards for trade secret protection and cooperation between U.S., Mexico, and Canada.
Directive (EU) 2016/943 on Trade Secrets: Establishes a standard level of protection and enforcement for trade secrets throughout EU member states.
General Data Protection Regulation (GDPR) (EU) 2016/679: Regulates the handling of personal data, imposing heavy fines for non-compliance.
AU Convention on Preventing and Combating Corruption: Encourages protection of sensitive information and penalizes unauthorized disclosures linked to corrupt practices.
UN Convention Against Corruption (UNCAC): Mandates signatory states to criminalize certain forms of corruption and secrecy breaches.
Potential Referral to International Court of Justice (ICJ) or UN-backed arbitration, depending on the nature of disputes.
World Bank Sanctions Procedures: Prohibit release of confidential bidding, procurement, or investment information.
Integrity Vice Presidency (INT): Investigates breaches, potentially leading to debarment from World Bank-funded projects.
NATO Security Policy (C-M(2002)49) and subsequent guidelines: Governs classification levels and handling protocols for NATO-restricted information.
NATO Office of Security: Coordinates with member states on enforcement and investigations of unauthorized disclosures.
United States: Economic Espionage Act: Up to millions of dollars in fines and up to 15 years in prison for willful theft of trade secrets benefiting foreign entities. Espionage Act: Severe penalties for disclosing national defense information, including long-term imprisonment. FTC Enforcement: Violations that constitute unfair or deceptive acts or practices may lead to FTC investigations, consent decrees, mandatory compliance programs, significant fines, and reputational damage. Antitrust Enforcement: DOJ and FTC can bring antitrust actions, imposing substantial penalties, injunctions, and in some cases criminal charges, if Confidential Information is misused to facilitate anti-competitive behavior.
Mexico: Fines, injunctions, and imprisonment under the Federal Penal Code for unauthorized disclosure of trade secrets or industrial property violations. Enforcement by Mexican Institute of Industrial Property (IMPI) and the Fiscalía General de la República (FGR) for criminal matters.
European Union: Civil injunctions, damages, and depending on member state law, potential criminal sanctions. National courts and competition authorities may also penalize misuse of confidential data for anticompetitive practices.
African Union (AU): Enforcement varies by member state. Violations can result in domestic criminal prosecution, fines, imprisonment, or business prohibitions.
United Nations (UN) and World Bank: Enforcement may lead to referrals to national courts, international arbitration, debarment from projects, and reputational damage. Corruption-linked disclosures may result in sanctions, blacklisting, and criminal charges in member states.
NATO: Unauthorized disclosure of classified material can result in criminal prosecutions under member state laws, fines, imprisonment, and permanent revocation of security clearances.
Temporary, preliminary, and permanent injunctive relief;
Monetary damages (compensatory, exemplary, punitive where permitted);
Attorneys’ fees, costs, and expenses;
Orders compelling the return or destruction of all Confidential Information.
ICSID, ICC, and Other Arbitral Forums: Parties may resolve cross-border commercial disputes through recognized international arbitration bodies.
UN-supported Mechanisms: In some cases, disputes may be referred to UN-endorsed mediation, conciliation, or arbitration forums.
U.S.: Department of Justice (DOJ), Federal Bureau of Investigation (FBI), Federal Trade Commission (FTC), U.S. courts.
Mexico: IMPI for industrial property enforcement, FGR for criminal matters, Mexican courts for civil and criminal proceedings.
EU: National IP offices, specialized IP/trade courts, European Commission (for competition matters).
AU: Enforcement by national legal systems of AU member states.
UN: Enforcement via member states’ courts, with the potential for ICJ involvement in state-to-state disputes.
World Bank: Integrity Vice Presidency (INT) and national courts for related criminal matters.
NATO: Member states’ national security, intelligence agencies, and judicial systems in coordination with NATO’s Office of Security.