MERIDIANHD PORTAL ACCESS CONFIDENTIALITY AGREEMENT

MERIDIANHD PORTAL ACCESS AGREEMENT

(TRADE SECRET, CONFIDENTIALITY & LIMITED ACCESS LICENSE)

Effective Date: Upon electronic acceptance or first access

This Portal Access Agreement (“Agreement”) is a legally binding agreement between MeridianHD (“Company”) and the individual accessing this portal (“User”).

1. RESTRICTED PURPOSE AND LIMITED ACCESS LICENSE

User is granted a revocable, non-exclusive, non-transferable, limited-purpose license to access this portal solely for evaluation of Company materials in connection with a permitted business purpose (“Purpose”).

This license does not constitute a sale, transfer, publication, or general distribution of any information.

Company may restrict, suspend, or revoke access at any time, with or without notice.

2. TRADE SECRET AND CONFIDENTIAL MATERIALS

User acknowledges that all materials available through this portal may include confidential information and trade secrets protected under the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.), Ohio law, and applicable federal law.

This includes, without limitation:

  • architectural and engineering drawings
  • renderings, visualizations, and design concepts
  • site plans, layouts, and development schematics
  • specifications, materials, and construction details
  • financial models, pricing, and pro formas
  • photos, videos, and digital media
  • project communications and related documentation

Such materials derive independent economic value from not being generally known and are subject to reasonable measures to maintain secrecy.

3. STRICT NON-DISCLOSURE AND NON-USE

User shall not, directly or indirectly:

  • disclose any Confidential Information to any third party
  • use Confidential Information for any purpose outside the authorized Purpose
  • copy, download, store, screenshot, photograph, record, or reproduce any materials
  • distribute, publish, or transmit any Confidential Information
  • reverse engineer, analyze, or derive underlying structure or design intent
  • use materials for competitive, commercial, or derivative purposes

User agrees to take all reasonable measures to prevent unauthorized access or disclosure.

4. NO RIGHTS GRANTED

All Confidential Information remains the exclusive property of the Company or its licensors. No ownership rights, intellectual property rights, or licenses (express or implied) are granted except the limited access license expressly stated herein.

5. SECURITY, MONITORING, AND AUDIT RIGHTS

User acknowledges and agrees that the portal is actively monitored and may record:

  • IP address and geolocation data
  • device and browser identifiers
  • login credentials and session activity
  • page views, file interactions, and access duration

Such records may be used for security, compliance, enforcement, and evidentiary purposes in legal proceedings.

6. DTSA REASONABLE MEASURES ACKNOWLEDGMENT

User acknowledges that Company employs reasonable measures to protect trade secrets, including access restrictions, authentication controls, contractual obligations, and system monitoring.

User agrees these measures are reasonable and necessary to maintain trade secret protection under federal law.

7. ELECTRONIC ACCEPTANCE (CLICKWRAP CONSENT)

By accessing the portal and clicking acceptance, User:

  • affirms they have read, understood, and agree to be bound by this Agreement
  • consents to electronic execution under the E-SIGN Act and Ohio UETA
  • agrees that click acceptance, logs, and electronic records constitute valid evidence of assent

8. IRREPARABLE HARM AND EQUITABLE RELIEF

User acknowledges that unauthorized use or disclosure of Confidential Information would cause irreparable harm.

Company is entitled to seek immediate injunctive relief and all available remedies under state and federal law, including the Defend Trade Secrets Act, without requirement of bond to the fullest extent permitted.

9. ATTORNEYS’ FEES AND ENFORCEMENT COSTS

In any action arising from or related to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and enforcement costs.

10. GOVERNING LAW AND FEDERAL VENUE

This Agreement is governed by the laws of the State of Ohio and applicable federal law, including the DTSA.

User consents to exclusive jurisdiction and venue in state or federal courts located in Ohio and waives any objection to jurisdiction or venue.

11. CONTINUING OBLIGATIONS

All confidentiality, non-use, and trade secret obligations survive termination or revocation of access and remain in effect for so long as the information qualifies as a trade secret under applicable law.

12. SEVERABILITY; ENTIRE AGREEMENT

If any provision is found unenforceable, the remaining provisions remain in full force. This Agreement constitutes the entire agreement regarding portal access and supersedes any prior understandings.