Build Your Own (BYO) Virtual BSA/AML Training Product Terms & Conditions
1. Ownership of Intellectual Property
AML-ology and Client intend and agree that AML-ology shall retain title and all other ownership and
proprietary rights in and to any computer code, computer programs, programming or processing
procedures or techniques, methods, ideas, concepts, or know-how (“AML-ology Proprietary
Information”) developed by AML-ology in connection with its performance of Work for Client under
this Agreement. Such ownership and proprietary rights shall include, without limitation, any and
all rights in and to patents, trademarks, copyrights, and trade secret rights. AML-ology and Client
agree that AML-ology Proprietary Information is not “work for hire” within the meaning of
U.S. Copyright Act 17 U.S.C. Section 101.
2. Confidential Information
AML-ology and Client agree to preserve the confidentiality of any and all materials and information
(collectively, “Confidential Information”) furnished by either party in connection with this
Agreement. Such Confidential Information shall include, without limitation, studies, fees and terms
of this Agreement, plans, reports, surveys, analyses, and/or projections. The provisions of this
Section shall not apply to any information which: (a) is independently developed by the receiving
party, provided the receiving party can satisfactorily demonstrate such independent development
with appropriate documentation; (b) is known to the receiving party prior to disclosure by the
disclosing party; (c) is lawfully disclosed to the receiving party by a third party not under a
separate duty of confidentiality with respect thereto to the disclosing party; or (d) otherwise is
publicly available through no fault or breach by the receiving party.
3. Employee Solicitation/Hiring
During the period of this agreement and for twelve (12) months thereafter, neither party shall
directly or indirectly solicit or offer employment to or hire any employee, former employee,
subcontractor, or former subcontractor of the other. The terms “former employee” and “former
subcontractor” shall include only those employees or subcontractors of either party who were
employed or utilized by that party on the Effective Date of this Agreement.