This Partner Platform Access, Confidentiality, and Restricted Activities Agreement (“Agreement”) is entered into between CogniEnhance (“CogniEnhance”, “Company”, “we”, “us”, or “our”) and the individual accessing the CogniEnhance Partner Platform (“Partner”, “User”, “you”, or “your”).
By accessing, registering for, viewing, downloading, participating in, or using the CogniEnhance Partner Platform, training systems, materials, methods, documents, frameworks, tools, models, assessments, business systems, or related intellectual property, you acknowledge and agree to the following terms and conditions:
IMPORTANT ACKNOWLEDGEMENT REGARDING COGNIENHANCE INTELLECTUAL PROPERTY
You expressly acknowledge, understand, and agree that:
a. CogniEnhance has developed proprietary intellectual property, methodologies, systems, frameworks, processes, commercial structures, training systems, cognitive models, assessment systems, intervention systems, scoring structures, implementation methods, practitioner systems, operational methods, and business models through substantial investment of time, expertise, research, development, testing, refinement, and commercial strategy;
b. The CogniEnhance Platform contains confidential and commercially valuable know-how relating to cognitive development, cognitive performance, behavioural interpretation, intervention systems, practitioner training, assessment structures, educational implementation systems, workplace cognitive systems, performance measurement systems, and related methodologies;
c. The intellectual property made available through the Platform includes both visible and non-visible proprietary elements, including but not limited to:
conceptual structures,
frameworks,
terminology,
intervention logic,
assessment logic,
sequencing systems,
scoring systems,
implementation structures,
delivery systems,
cognitive models,
practitioner processes,
commercial structures,
operational methods,
platform systems,
customer pathways,
progression systems,
engagement systems,
business positioning,
and strategic commercialization methods;
d. Much of the value of the CogniEnhance system exists not only in individual documents or materials, but in the combined structure, sequencing, integration, organization, application, interpretation, implementation, and commercial use of the CogniEnhance ecosystem as a whole;
e. The information provided through the Platform is confidential, proprietary, commercially sensitive, and not publicly known;
f. Access to the Platform provides exposure to a specialized field, methodology, and commercial system that may provide significant strategic, educational, operational, and commercial advantage;
g. You acknowledge that the systems, concepts, methodologies, structures, frameworks, and commercial approaches disclosed through the Platform may be capable of replication, adaptation, or commercialization if improperly used outside the scope permitted by CogniEnhance;
h. You acknowledge that unauthorized use, reproduction, adaptation, teaching, commercialization, or disclosure of the CogniEnhance intellectual property may cause substantial financial, strategic, commercial, and reputational harm to CogniEnhance;
i. You acknowledge that access to the Platform is being granted in reliance on your acceptance of the restrictions, confidentiality obligations, and protective provisions contained in this Agreement;
j. You acknowledge that the purpose of this Agreement is to protect the legitimate proprietary, commercial, strategic, and intellectual property interests of CogniEnhance.
1. ACKNOWLEDGEMENT OF ACCESS TO PROPRIETARY INTELLECTUAL PROPERTY
1.1 You acknowledge and agree that CogniEnhance is providing you with access to proprietary intellectual property, methodologies, systems, business processes, frameworks, concepts, commercial strategies, cognitive development models, training systems, assessment systems, intervention structures, and related confidential information belonging exclusively to CogniEnhance.
1.2 You acknowledge that the CogniEnhance Partner Platform contains commercially valuable proprietary information and industry-specific know-how developed by CogniEnhance.
1.3 You further acknowledge that CogniEnhance is providing education, training, methodologies, and commercial knowledge relating to a specialized industry and field which you did not previously possess or operate within prior to obtaining access to the Platform.
2. DECLARATION REGARDING CURRENT ACTIVITIES
2.1 By accessing the Platform, you represent and warrant that, at the time of access:
a. You are not currently operating, employed in, consulting within, or commercially participating in the fields of cognitive health, cognitive development, cognitive performance, neurodevelopment, mental health, or related intervention services;
b. You do not currently own, operate, develop, commercialize, or participate in any business, product, system, service, or commercial activity relating to cognitive health or mental health;
c. You do not presently have any active intention, plan, business model, concept, strategy, or initiative to independently develop, commercialize, market, or distribute products or services within the fields of cognitive health or mental health.
3. RESTRICTED ACTIVITIES
3.1 In consideration for receiving access to the Platform and the proprietary information of CogniEnhance, you agree that you shall not, directly or indirectly, for a period of five (5) years from the date of first access to the Platform:
a. Enter into, establish, operate, assist, participate in, advise, finance, consult to, or otherwise become involved in any business or activity substantially similar to the business activities of CogniEnhance;
b. Develop, commercialize, market, license, distribute, or offer any product, framework, methodology, service, assessment system, intervention system, or training model relating to cognitive health or mental health that is derived from, inspired by, substantially similar to, or competing with the proprietary systems or intellectual property of CogniEnhance;
c. Use any knowledge, systems, concepts, structures, frameworks, or methodologies obtained through access to the Platform for independent commercial purposes outside of CogniEnhance.
3.2 You acknowledge and agree that the restrictions contained in this Agreement are intended to protect the legitimate business interests, proprietary intellectual property, confidential information, commercial methods, and strategic position of CogniEnhance.
4. PARTNERSHIP REQUIREMENT
4.1 You agree that any participation by you in the cognitive health or mental health sectors during the restricted period contemplated in this Agreement may only occur in conjunction with, through, under license from, or in formal partnership with CogniEnhance, unless otherwise agreed to in writing by CogniEnhance.
5. ROYALTY-BASED RELEASE OPTION
5.1 CogniEnhance may, at its sole discretion, permit a written release from the restrictions contained in this Agreement.
5.2 As a condition of such release, you agree that CogniEnhance shall be entitled to receive a royalty equal to ten percent (10%) of gross turnover, revenue, or receipts derived from any business, product, service, or commercial activity conducted by you within the cognitive health or mental health sectors.
5.3 Such royalty shall remain payable for a period of five (5) years from the commencement of such activities.
5.4 You agree to maintain accurate accounting records relating to such turnover and to provide reasonable proof of revenue upon request.
6. CONFIDENTIALITY
6.1 All information, systems, documents, frameworks, materials, methods, videos, presentations, assessments, models, business structures, commercial systems, training content, and intellectual property made available through the Platform shall be deemed confidential and proprietary.
6.2 You agree not to disclose, reproduce, distribute, copy, reverse engineer, adapt, publish, teach, transfer, or commercially exploit any such information except as expressly authorized in writing by CogniEnhance.
7. INTELLECTUAL PROPERTY OWNERSHIP
7.1 All intellectual property rights relating to the Platform and all associated materials remain the exclusive property of CogniEnhance.
7.2 No transfer of ownership, license, partnership, joint venture, or assignment of intellectual property rights is created by access to the Platform unless expressly agreed in writing.
8. EQUITABLE RELIEF
8.1 You acknowledge that breach of this Agreement may cause irreparable harm to CogniEnhance for which monetary damages alone may not be an adequate remedy.
8.2 CogniEnhance shall therefore be entitled to seek injunctive relief, specific performance, or any other equitable remedy available at law or in equity.
9. DISPUTE RESOLUTION
9.1 Any dispute, disagreement, claim, or controversy arising out of or relating to this Agreement shall be referred to and finally resolved before the Beis Din of Eretz Hemdah in accordance with its applicable procedures and rules.
9.2 The parties agree to submit to the jurisdiction and authority of the Beis Din of Eretz Hemdah for the resolution of such disputes.
10. GENERAL
10.1 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
10.2 This Agreement constitutes the entire agreement between the parties relating to the subject matter herein.
10.3 CogniEnhance reserves the right to deny, suspend, or terminate access to the Platform at any time in the event of suspected breach of this Agreement.
10.4 Access to the Platform constitutes acceptance of this Agreement.
By accessing or using the CogniEnhance Partner Platform, you confirm that you have read, understood, and agreed to be legally bound by the terms of this Agreement.