Effective between FBE Enterprises (“FBE”) and the individual or business accepting this agreement (the “Client”) — accepted electronically during onboarding or when requesting an AI Workflow Assessment. The acceptance date and confirming details are recorded at the time of acceptance.
1. Purpose
The parties wish to explore and conduct a business relationship in which the Client shares information about its business, operations and workflows, and FBE designs, builds and operates AI workforce systems for the Client (the “Purpose”). Each party may disclose Confidential Information to the other for the Purpose.
2. Confidential Information
“Confidential Information” means any non-public information disclosed by either party, in any form, including: business processes, workflows, customer and supplier details, financial information, strategies and plans, documents uploaded to the platform, briefs given to AI workers, reports and deliverables produced by the platform, prompts, agent configurations, workflow designs, pricing, and the terms of any engagement between the parties.
3. Obligations
Each party will: (a) use the other party’s Confidential Information only for the Purpose; (b) protect it with at least the care it uses for its own confidential information, and no less than reasonable care; (c) not disclose it to anyone except employees, contractors and service providers who need it for the Purpose and are bound by confidentiality obligations at least as protective as this agreement; and (d) notify the other party promptly upon learning of any unauthorised use or disclosure.
4. AI processing
The Client acknowledges that delivering the Purpose involves processing Client information through third-party AI model providers under FBE’s agreements with those providers. FBE will not use Client Confidential Information to train its own models or any third-party models, and will not sell Client data. Platform activity is logged for audit, quality and billing purposes.
5. Exclusions
Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing party’s Confidential Information. A party may disclose Confidential Information where required by law, provided it gives the other party reasonable prior notice where lawful to do so.
6. Ownership
Each party keeps ownership of its own Confidential Information. Deliverables produced by the platform for the Client belong to the Client once any applicable fees are paid. FBE retains ownership of the platform, its agent designs, prompt frameworks, templates and everything else that exists independently of any single client engagement.
7. Term
This agreement applies from acceptance and continues for the duration of the parties’ relationship and for two (2) years after it ends. Obligations for trade secrets continue for as long as the information remains a trade secret.
8. Return and deletion
On written request after the relationship ends, each party will delete or return the other’s Confidential Information, except copies retained in routine backups or as required by law, which remain protected by this agreement.
9. General
This agreement does not oblige either party to proceed with any transaction, grants no licence except as stated, and is the entire agreement between the parties about confidentiality, replacing any earlier discussions. It is governed by the laws of Barbados, and the courts of Barbados have exclusive jurisdiction. If any provision is unenforceable, the remainder stays in effect. Neither party may assign this agreement without the other’s consent, except as part of a sale of its business.
Questions about this agreement? Contact FBE before accepting — we’re happy to walk through it.