added LICENSE, added more businessplan files

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**Acceptable Use Policy (AUP)**
**Effective Date:** ___ [Date] ___
**Issued by:** **Midas Technologies LLC**
This Acceptable Use Policy (“Policy”) governs the use of **Midas Technologies LLC**s software, platform, and related services (collectively, “Services”) by all users, clients, and third parties. By accessing or using our Services, you agree to comply with this Policy and all applicable laws.
---
### 1. **Purpose**
- The purpose of this Policy is to promote the responsible, secure, and lawful use of Midas Technologies LLCs Services and to protect the interests of the Company, our users, and the community.
### 2. **Permissible Use**
- **Service Access**: Users are permitted to access and use the Services solely for their authorized and intended purposes, as agreed upon with Midas Technologies LLC.
- **Account Responsibility**: Users are responsible for maintaining the confidentiality of their login credentials and all activity under their accounts.
- **Compliance**: Users must comply with all Company policies and applicable local, state, and federal laws, as well as regulations governing online conduct and data usage.
### 3. **Prohibited Actions**
Users are strictly prohibited from engaging in the following activities:
- **Unauthorized Access**: Attempting to gain unauthorized access to our Services, servers, networks, or user accounts by hacking, password mining, or any other means.
- **Distribution of Malware**: Uploading, distributing, or transmitting viruses, malware, or any other malicious code that could disrupt or damage the Services or any users software or hardware.
- **Data Harvesting**: Collecting or attempting to collect information about other users without their consent, including through web scraping or other automated processes, unless explicitly authorized by the Company.
- **Spamming and Abuse**: Engaging in spamming, phishing, or any abusive or disruptive activity that could interfere with the use of the Services by others.
- **Illegal Activity**: Using the Services to support or engage in any activity that is illegal, fraudulent, or violates the rights of others, including intellectual property rights.
- **Reverse Engineering**: Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code or underlying algorithms of the Services, except as permitted by applicable law.
### 4. **User-Generated Content**
- **Content Responsibility**: Users are solely responsible for the content they submit, post, or display through the Services and must ensure that it does not violate any laws or this Policy.
- **Inappropriate Content**: Users may not upload or share content that is defamatory, offensive, harassing, threatening, discriminatory, or otherwise inappropriate.
### 5. **Consequences of Misuse**
- **Suspension or Termination**: Violation of this Policy may result in the suspension or termination of the users account and access to the Services, at the Companys sole discretion.
- **Legal Action**: Midas Technologies LLC reserves the right to pursue legal action, including seeking damages or injunctive relief, against users who violate this Policy.
- **Recovery of Costs**: Users who engage in prohibited activities may be held liable for any costs incurred by the Company, including those associated with investigating or responding to violations, as well as potential legal fees.
### 6. **Reporting Violations**
- **How to Report**: If you become aware of any violation of this Policy, please report it immediately to our support team at [Contact Email].
- **Anonymous Reporting**: Users may report suspected violations anonymously, although providing contact information may assist us in conducting a thorough investigation.
### 7. **Monitoring and Enforcement**
- **Right to Monitor**: Midas Technologies LLC reserves the right, but is not obligated, to monitor the use of our Services to ensure compliance with this Policy.
- **Investigative Action**: We may investigate potential violations and take appropriate action, including contacting law enforcement, to address illegal or unauthorized activities.
### 8. **Disclaimer of Liability**
- **No Liability for Third-Party Actions**: Midas Technologies LLC is not liable for any content posted by users or any third-party actions that violate this Policy. We do not control user behavior and are not responsible for any misuse of the Services.
### 9. **Amendments to this Policy**
- Midas Technologies LLC reserves the right to modify or update this Policy at any time to reflect changes in our practices, legal requirements, or regulatory obligations. Notice of any significant updates will be provided on our website or through direct communication with affected users, where applicable.
### 10. **Contact Information**
For questions regarding this Acceptable Use Policy, please contact us at:
**Midas Technologies LLC**
Address: [Business Address]
Email: [Contact Email]
Phone: [Contact Phone Number]
---
By accessing or using our Services, you agree to comply with this Acceptable Use Policy. Violations of this Policy may result in account suspension, termination, or further legal action, as deemed appropriate by Midas Technologies LLC.

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**Confidentiality Agreement**
**This Confidentiality Agreement ("Agreement")** is entered into as of ___ [Date] ___, by and between **Midas Technologies LLC** (the "Company") and ___ [Contractor/Vendor Name] ___ (the "Recipient").
**1. Definitions**
- **Confidential Information**: “Confidential Information” refers to any and all proprietary information, trade secrets, data, know-how, and other information, whether in written, oral, electronic, or other forms, disclosed by the Company to the Recipient. This includes but is not limited to:
- Proprietary trading algorithms, software, code, data models, economic analysis, strategies, and technical indicators.
- Financial data, business plans, marketing strategies, client lists, and vendor relationships.
- All other non-public information concerning the Company's business and technology.
**2. Obligations of Confidentiality**
- **Non-Disclosure**: Recipient agrees not to disclose, disseminate, or share any Confidential Information with any third party without prior written consent from the Company.
- **Use Restriction**: Recipient agrees to use the Confidential Information solely for the purpose of providing services to the Company and not for any other purpose, including personal or commercial use.
- **Protection Measures**: Recipient shall take all necessary precautions to prevent the unauthorized disclosure or use of Confidential Information, including implementing reasonable security measures.
**3. Exclusions from Confidential Information**
- Confidential Information does not include information that:
- Was publicly known or available prior to disclosure by the Company;
- Becomes publicly known or available through no wrongful act of the Recipient;
- Was already known by the Recipient at the time of disclosure, as proven by written records; or
- Is independently developed by the Recipient without the use of or reference to the Companys Confidential Information.
**4. Return or Destruction of Materials**
- Upon completion or termination of the business relationship or upon request by the Company, the Recipient agrees to promptly return or destroy all materials containing Confidential Information, including electronic files and backup copies. Recipient shall provide written certification of such destruction if requested by the Company.
**5. No Ownership or License**
- This Agreement does not grant the Recipient any rights, title, or interest in the Confidential Information, except the limited right to use it for the purposes of their contractual obligations. No license, express or implied, is granted by the disclosure of Confidential Information.
**6. Remedies**
- **Injunctive Relief**: Recipient acknowledges that a breach of this Agreement may cause irreparable harm to the Company. Accordingly, the Company is entitled to seek injunctive relief, in addition to any other available remedies, to enforce this Agreement.
- **Indemnification**: Recipient agrees to indemnify and hold the Company harmless from any damages, losses, or costs arising from unauthorized disclosure or misuse of the Confidential Information.
**7. Term and Termination**
- **Duration of Obligation**: The Recipients duty to maintain the confidentiality of the Companys information shall remain in effect for a period of **[2-5 years]** following the termination of this Agreement or the business relationship, whichever is longer.
- **Termination**: Either party may terminate this Agreement upon thirty (30) days written notice. However, the confidentiality obligations outlined here shall survive termination.
**8. Governing Law**
- This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].
**9. Entire Agreement**
- This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior agreements, representations, or understandings, whether written or oral.
---
**Signatures:**
**Recipient (Contractor/Vendor):**
___ [Recipient Name] ___
Signature: ___________________________
Date: ___
**Midas Technologies LLC:**
By: ___ [Authorized Representative Name] ___
Title: ___________________________
Signature: ___________________________
Date: ___

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Heres a comprehensive **Cybersecurity Policy** for **Midas Technologies LLC**. This policy sets standards to protect proprietary information, including data models, software, and client data, and ensures compliance with best practices in cybersecurity.
---
**Cybersecurity Policy**
**Effective Date:** ___ [Date] ___
**Issued by:** **Midas Technologies LLC**
This Cybersecurity Policy (“Policy”) provides the framework for **Midas Technologies LLC** to secure its information systems, protect proprietary and client data, and prevent unauthorized access to sensitive information. This Policy applies to all employees, contractors, and any third parties with access to the Companys information systems.
---
### 1. **Purpose and Scope**
- **Purpose**: The purpose of this Policy is to establish cybersecurity practices and procedures to safeguard the Companys information systems, proprietary data, and other sensitive information.
- **Scope**: This Policy applies to all Company-owned or -operated devices, networks, software, and any data handled by employees, contractors, and third-party partners.
### 2. **Data Encryption Requirements**
- **Data in Transit**: All sensitive information transmitted over networks, including proprietary algorithms and client data, must be encrypted using TLS/SSL or comparable industry-standard protocols.
- **Data at Rest**: Sensitive data stored on servers, databases, and employee devices must be encrypted with AES-256 encryption or another industry-standard encryption protocol to ensure data security.
- **Encryption Keys**: Access to encryption keys is restricted to authorized personnel only, and all keys are managed securely to prevent unauthorized access.
### 3. **User Access Controls**
- **Role-Based Access**: Access to data and systems is restricted based on job function. Employees are granted only the minimum access necessary to perform their duties.
- **Two-Factor Authentication (2FA)**: All user accounts with access to sensitive data or systems must be secured with 2FA to prevent unauthorized access.
- **Password Policy**: Employees are required to use complex passwords that meet the Companys standards (minimum length, use of special characters) and to update passwords every 90 days.
### 4. **Device and Network Security**
- **Device Security**: All Company devices, including laptops and mobile devices, must have up-to-date antivirus software and firewalls enabled. Only approved devices are permitted to connect to the Companys network.
- **Virtual Private Network (VPN)**: Remote access to the Companys network must be done through a secure VPN to ensure the privacy and security of data transmissions.
- **Endpoint Monitoring**: The IT department monitors endpoints for suspicious activity and runs periodic security audits to assess and mitigate potential risks.
### 5. **Incident Response Plan**
- **Incident Identification**: Employees must report any suspected security incidents, including phishing attempts, unauthorized access, or malware infections, to the IT department immediately.
- **Response and Containment**: The IT team will assess, contain, and mitigate the impact of any identified security incidents, prioritizing the protection of data and system integrity.
- **Notification Protocols**: If sensitive data is compromised, the Company will notify affected parties as required by law and work to remediate the breach promptly.
### 6. **Compliance and Regulatory Requirements**
- **Legal Compliance**: Midas Technologies LLC adheres to applicable laws and regulations governing data protection, including [relevant laws, e.g., GDPR if applicable].
- **Periodic Compliance Audits**: The Company conducts annual audits of its security practices to ensure compliance with this Policy and applicable regulations.
### 7. **Data Protection and Privacy Measures**
- **Data Minimization**: Only data necessary for operational purposes is collected and stored. Sensitive data is handled in a way that minimizes exposure and risk.
- **Data Anonymization**: Where possible, data is anonymized to protect individual privacy and reduce the impact of potential breaches.
- **Third-Party Security**: Vendors and third-party partners with access to Company data are required to follow comparable security practices, and agreements must outline confidentiality and security obligations.
### 8. **Employee Training and Responsibilities**
- **Security Training**: All employees must participate in annual cybersecurity training, covering topics such as password management, phishing awareness, and data handling protocols.
- **Acceptable Use Policy**: Employees are required to follow the Acceptable Use Policy, ensuring responsible use of the Companys network, software, and data.
- **Reporting Obligations**: Employees must immediately report lost or stolen devices, unauthorized access, or any suspected security incident to the IT department.
### 9. **Monitoring and Regular Audits**
- **Security Monitoring**: The IT department monitors network and endpoint activity for unusual behavior, potential threats, and unauthorized access attempts.
- **Regular Security Audits**: Biannual security audits are conducted to assess vulnerabilities, validate compliance, and improve defenses against potential cyber threats.
- **Penetration Testing**: The Company performs penetration testing annually to identify and address security weaknesses in its systems and applications.
### 10. **Disciplinary Actions for Non-Compliance**
- **Policy Violations**: Failure to comply with this Cybersecurity Policy may result in disciplinary action, including termination of employment or contract, depending on the severity of the violation.
- **Legal Recourse**: Midas Technologies LLC reserves the right to pursue legal action against any individual or entity found to have intentionally compromised the Companys security.
### 11. **Policy Review and Updates**
- **Annual Review**: This Policy is reviewed annually and updated as needed to reflect changes in technology, business practices, or regulatory requirements.
- **Employee Acknowledgment**: All employees must sign an acknowledgment of this Policy, confirming their understanding and commitment to comply with cybersecurity standards.
---
**Acknowledgment of Cybersecurity Policy**
By signing below, I acknowledge that I have read, understand, and agree to comply with the Midas Technologies LLC Cybersecurity Policy.
| **Employees Name** | **Signature** | **Date** |
|----------------------|---------------|----------|
| | | |
---
This Cybersecurity Policy establishes rigorous protocols to secure sensitive information and respond to cyber threats, ensuring compliance with best practices. Let me know if youd like additional details or specific requirements included in any section.

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**Data Retention Policy**
**Effective Date:** ___ [Date] ___
**Issued by:** **Midas Technologies LLC**
This Data Retention Policy (“Policy”) outlines the practices of **Midas Technologies LLC** regarding the retention, storage, and deletion of data, including operational, financial, and analytical data. This Policy ensures compliance with best practices, regulatory standards, and operational needs.
---
### 1. **Purpose and Scope**
- **Purpose**: This Policy is intended to establish guidelines for data retention, deletion, and protection, ensuring that Midas Technologies LLC effectively manages its data lifecycle.
- **Scope**: This Policy applies to all data collected, processed, and stored by Midas Technologies LLC, including operational data, financial data, client data, and log files. It applies to employees, contractors, and any third parties handling Company data.
### 2. **Data Categories and Retention Periods**
Midas Technologies LLC organizes data into the following categories, each with a defined retention period to support business needs and compliance requirements:
| **Data Category** | **Description** | **Retention Period** |
|---------------------------|-------------------------------------------------------------------|--------------------------------|
| Operational Data | Data related to daily business operations, including project data, workflow, and team communications. | 3 years |
| Financial Data | Invoices, receipts, transaction records, and tax documentation. | 7 years (for tax and audit) |
| Analytical Data | Data used for performance analysis, model training, and backtesting. | 5 years |
| Log Files | System and application logs, including access and error logs. | 1 year |
| Backup Data | Copies of operational and critical business data for disaster recovery purposes. | 1 year |
| Regulatory Compliance Data | Records required for compliance with regulations, including audit trails. | Minimum of 7 years |
### 3. **Data Storage and Security**
- **Data Storage Locations**: All data shall be stored on secure, access-controlled servers located on-premises or with trusted cloud providers that comply with industry standards for security and data protection.
- **Access Control**: Access to data is limited to authorized personnel based on role and necessity. Security measures, including password protection and encryption, are applied to safeguard data integrity.
### 4. **Data Deletion Protocols**
- **Scheduled Deletion**: Data that has reached the end of its retention period will be permanently deleted from Company systems, unless subject to a legal hold or exception.
- **Secure Deletion Methods**: Midas Technologies LLC employs secure deletion methods for all electronic data, including data wiping and, where applicable, physical destruction for printed materials.
- **Exceptions for Legal Holds**: In the event of ongoing litigation or regulatory investigations, data related to such cases will be retained until legal action concludes and no longer required.
### 5. **Data Compliance Standards**
- **Compliance with Applicable Laws**: This Policy complies with relevant data management laws, including but not limited to data protection and financial record-keeping regulations.
- **Audit and Monitoring**: Midas Technologies LLC may periodically audit data retention practices to ensure compliance with this Policy and applicable legal standards.
### 6. **Data Retention Responsibilities**
- **Data Owners**: Department heads and data owners are responsible for ensuring compliance with this Policy and reporting any issues related to data retention and deletion.
- **IT Department**: The IT Department is responsible for implementing data retention schedules, securing data storage, and performing scheduled data deletions.
- **Legal and Compliance Team**: The Legal and Compliance Team monitors data retention to ensure it aligns with regulatory and legal requirements.
### 7. **Review and Amendment of Policy**
- This Policy will be reviewed annually and updated as necessary to reflect changes in legal requirements, industry standards, and Company practices. Any updates will be communicated to all employees and relevant stakeholders.
### 8. **Exceptions and Legal Hold**
- **Exceptions**: Requests for exceptions to the retention periods defined in this Policy must be submitted in writing to the Legal and Compliance Team for review and approval.
- **Legal Hold**: In the event of a legal hold, all relevant data will be retained until the hold is lifted by the Legal and Compliance Team.
### 9. **Policy Acknowledgment**
- All employees and contractors handling Company data are required to sign an acknowledgment of this Policy, confirming their understanding of and commitment to adhering to these data retention standards.
---
**Acknowledgment of Data Retention Policy**
By signing below, I acknowledge that I have read, understand, and agree to comply with the Midas Technologies LLC Data Retention Policy.
| **Employees Name** | **Signature** | **Date** |
|----------------------|---------------|----------|
| | | |

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Heres a **Data Use and Privacy Policy** tailored for **Midas Technologies LLC**, specifically addressing the use of financial and public data. Since your data sources include web scraping and API access without handling personal data, the policy will focus on transparency, data security, and responsible data use.
---
**Data Use and Privacy Policy**
**Effective Date:** ___ [Date] ___
**This Data Use and Privacy Policy ("Policy")** describes the data practices of **Midas Technologies LLC** (“Company,” “we,” or “us”) regarding the collection, use, and storage of financial data accessed through public sources, APIs, and web scraping technologies. This Policy applies to all users, clients, and stakeholders of Midas Technologies LLCs services.
### 1. **Data Collection and Sources**
- **Public Financial Data**: We collect financial data exclusively from publicly accessible sources, such as licensed APIs, financial news websites, economic indicators, and related market data sources.
- **Web Scraping**: Where legally permissible, we may utilize web scraping technologies to collect publicly available financial data from online sources relevant to our market analysis and trading strategies.
- **API Integration**: We integrate with reputable third-party APIs, to which we have legitimate access, for data that aids in predictive modeling and analytics.
### 2. **Types of Data Collected**
- **Market and Economic Indicators**: Data such as price indices, trading volumes, historical price trends, and economic indicators related to commodities, especially crude oil.
- **Sentiment Data**: Aggregated sentiment data from publicly available financial news and reports.
- **Analytical Data**: Data generated from our proprietary analysis models, which includes derived insights and trends from collected raw data.
### 3. **Use of Collected Data**
- **Algorithmic Trading**: Data is used to inform and develop our algorithmic trading software, focusing on financial trends, price forecasting, and investment strategies.
- **Market Analysis and Insights**: Data collected is analyzed to generate insights into financial trends and market behavior, primarily for crude oil trading purposes.
- **Data Storage**: All data is securely stored and used strictly within the confines of our analytical tools and proprietary software to ensure the quality and confidentiality of our predictive algorithms.
### 4. **Data Security and Access**
- **Access Control**: Access to data is limited to authorized personnel only, with strict measures in place to prevent unauthorized access or misuse.
- **Encryption and Storage**: We implement industry-standard encryption methods to protect data during transmission and storage. All data is stored in secure servers with regular security assessments.
- **Data Integrity**: We ensure the integrity of the data used in our models through regular validation and maintenance of our data sources and storage practices.
### 5. **Third-Party Data Providers**
- We use reputable third-party providers for data access, each of which adheres to legal and industry standards. We maintain agreements with each provider to ensure that our use of their data complies with their terms of service and applicable laws.
- **Disclaimer**: Midas Technologies LLC is not responsible for any inaccuracies or limitations of data provided by third-party sources.
### 6. **Compliance with Legal and Ethical Standards**
- **Legal Compliance**: Our data collection practices are conducted in compliance with applicable laws and regulations governing the use of publicly available financial data. Where necessary, we obtain permissions or licenses for data access.
- **Ethical Use of Data**: We are committed to ethical data practices. We only collect and use data that is publicly available and refrain from unauthorized data extraction or collection from restricted sources.
### 7. **User Rights and Transparency**
- **Transparency in Data Use**: We maintain transparency with our clients and stakeholders regarding the data sources we use and our analytical methodologies.
- **No Personal Data Collected**: Midas Technologies LLC does not collect, handle, or process any personal data. Our data usage is restricted to publicly available financial and economic data only.
### 8. **Changes to This Policy**
- Midas Technologies LLC reserves the right to modify or update this Policy at any time to reflect changes in our data practices. Notice of any significant updates will be provided through our official website or directly to our clients, where applicable.
- **Effective Date of Changes**: Any changes will take effect on the date specified in the updated Policy.
### 9. **Contact Information**
For questions or further information regarding our Data Use and Privacy Policy, please contact us at:
**Midas Technologies LLC**
Address: [Business Address]
Email: [Contact Email]
Phone: [Contact Phone Number]
---
This policy clarifies your responsible use of public financial data, data security measures, and ethical compliance. Let me know if youd like any additional clauses or adjustments.

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**Disaster Recovery and Business Continuity Plan**
**Effective Date:** ___ [Date] ___
**Issued by:** **Midas Technologies LLC**
This Disaster Recovery and Business Continuity Plan (“Plan”) outlines the procedures and protocols for **Midas Technologies LLC** to prepare for, respond to, and recover from disruptions, ensuring minimal impact on critical business functions, data integrity, and client services.
---
### 1. **Purpose and Scope**
- **Purpose**: The purpose of this Plan is to provide a framework for disaster recovery and business continuity to protect Midas Technologies LLCs assets, including data, infrastructure, and personnel, and to ensure the swift resumption of critical business functions following a disruption.
- **Scope**: This Plan applies to all employees, contractors, and third parties responsible for business operations, technology infrastructure, and data handling at Midas Technologies LLC.
### 2. **Critical Business Functions**
Midas Technologies LLC identifies the following as critical business functions that must be prioritized during recovery efforts:
- **Data Integrity and Access**: Ensuring access to trading algorithms, data models, and financial records.
- **Client Communications**: Maintaining communication channels with clients and partners to inform them of the status and continuity of services.
- **Infrastructure and System Functionality**: Protecting key infrastructure, including servers, applications, and networks required for data analysis and trading operations.
### 3. **Risk Assessment and Potential Threats**
The following potential threats are addressed in this Plan:
- **Natural Disasters**: Floods, earthquakes, hurricanes, or other natural events that could disrupt operations.
- **Cyber Threats**: Malware, ransomware, phishing attacks, and data breaches that threaten IT systems and data security.
- **Power and Network Failures**: Interruptions to power supply or internet connectivity that may impact data access and operational continuity.
### 4. **Backup and Recovery Protocols**
- **Data Backup**: Data is backed up daily and stored on secure, encrypted cloud servers. Weekly full backups are conducted to preserve complete data records.
- **Recovery Time Objective (RTO)**: The Company aims to restore critical functions within **24 hours** following a disruption.
- **Recovery Point Objective (RPO)**: Midas Technologies LLC aims to ensure data recovery up to the last backup point, typically within **24 hours** of any event.
### 5. **Communication Plan**
- **Internal Communications**: In the event of a disruption, the designated response team will communicate with all employees, providing instructions and updates through email, messaging platforms, or emergency contact numbers.
- **Client and Partner Notifications**: Clients and partners will be notified of the disruption, its impact, and the expected timeline for recovery through official communication channels, including email and company website updates.
- **Designated Spokesperson**: The COO or another designated leader will serve as the spokesperson responsible for all external communications during a disaster.
### 6. **Data Protection Measures**
- **Data Encryption**: All data, both in transit and at rest, is encrypted using industry-standard protocols to ensure confidentiality and integrity.
- **Access Control**: Access to backup and recovery systems is restricted to authorized personnel. Two-factor authentication (2FA) is enabled for all accounts with access to backup data.
- **Regular Testing**: Backup systems and recovery protocols are tested semi-annually to validate data integrity and assess recovery capabilities.
### 7. **Designated Personnel and Responsibilities**
- **Disaster Recovery Team**: The Disaster Recovery Team (DRT) is responsible for activating and coordinating the Plan in response to a disruption. Team members include:
- **IT Lead**: Manages technical recovery operations, including system restoration, data recovery, and IT support.
- **Operations Manager**: Coordinates continuity efforts for business operations and manages communication with clients and partners.
- **Compliance Officer**: Ensures that all recovery activities comply with regulatory requirements and maintains documentation of the recovery process.
### 8. **Testing and Maintenance of the Plan**
- **Annual Review**: The Plan is reviewed annually to incorporate any changes in technology, personnel, or business structure.
- **Testing**: Disaster recovery simulations are conducted every six months to evaluate and improve response time, efficiency, and overall effectiveness.
- **Employee Training**: All employees receive training on their roles and responsibilities under this Plan. Key personnel participate in annual training to reinforce protocols and ensure readiness.
### 9. **Plan Activation and Execution**
- **Plan Activation**: In the event of a qualifying disruption, the DRT will assess the situation and determine whether to activate this Plan. Activation requires approval from the COO or designated authority.
- **Execution Phases**:
1. **Assessment**: Evaluate the disruption's impact on business functions and determine immediate priorities.
2. **Recovery**: Implement data recovery and infrastructure restoration procedures to resume critical functions.
3. **Communication**: Notify employees, clients, and partners about the disruption status and recovery progress.
4. **Resolution**: Monitor restored functions and ensure all systems are fully operational before closing the incident.
### 10. **Post-Incident Review**
- **Debriefing**: Following the resolution of a disaster or disruption, the DRT will conduct a post-incident review to assess response effectiveness and identify areas for improvement.
- **Documentation**: The DRT will document all recovery activities, decisions, and outcomes to provide a basis for future improvements and ensure compliance with regulatory requirements.
### 11. **Acknowledgment of Disaster Recovery and Business Continuity Plan**
- All employees and contractors are required to sign an acknowledgment of this Plan, confirming their understanding of and commitment to following disaster recovery and business continuity protocols.
---
**Acknowledgment of Disaster Recovery and Business Continuity Plan**
By signing below, I acknowledge that I have read, understand, and agree to comply with the Midas Technologies LLC Disaster Recovery and Business Continuity Plan.
| **Employees Name** | **Signature** | **Date** |
|----------------------|---------------|----------|
| | | |

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**End-User License Agreement (EULA)**
**Effective Date:** ___ [Date] ___
**Issued by:** **Midas Technologies LLC**
This End-User License Agreement (“Agreement” or “EULA”) is a legally binding contract between **Midas Technologies LLC** (the “Licensor”) and you, the end user (the “Licensee” or “User”), governing your use of the Licensors proprietary software (the “Software”). By downloading, installing, or using the Software, you agree to the terms of this Agreement. If you do not agree, do not download, install, or use the Software.
---
### 1. **License Grant**
- **Limited License**: Midas Technologies LLC grants you a non-exclusive, non-transferable, revocable license to install and use the Software solely for your personal or internal business purposes in accordance with this Agreement.
- **Restrictions on Use**: You may not:
- Copy, modify, or create derivative works of the Software;
- Sell, rent, lease, sublicense, distribute, or transfer the Software;
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
- Use the Software for any unlawful purpose or in violation of any laws or regulations.
### 2. **Intellectual Property Rights**
- **Ownership**: Midas Technologies LLC retains all rights, title, and interest in and to the Software, including all intellectual property rights. The Software is licensed, not sold, to you.
- **No Rights to IP**: This Agreement does not grant you any ownership rights or any other interest in the Softwares intellectual property.
### 3. **Software Updates**
- **Automatic Updates**: Midas Technologies LLC may, at its discretion, provide updates, upgrades, patches, or modifications to the Software (“Updates”) to improve or enhance its functionality. Such Updates may be automatically applied without notice.
- **Acceptance of Updates**: By using the Software, you agree to receive such Updates and acknowledge that they may affect the functionality of the Software.
### 4. **User Data and Privacy**
- **Data Collection**: The Software may collect certain information about your usage, system interactions, and performance. This data is used for internal analytics to improve the Softwares performance and functionality.
- **Privacy Compliance**: Midas Technologies LLC is committed to protecting your privacy and will handle any collected data in accordance with applicable privacy laws and its Privacy Policy, which can be found at [Privacy Policy URL].
### 5. **Limitations of Liability**
- **No Warranty**: The Software is provided “AS IS” without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Midas Technologies LLC does not warrant that the Software will be error-free, uninterrupted, or compatible with all devices.
- **Limitation of Liability**: To the maximum extent permitted by law, Midas Technologies LLC shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to lost profits, data loss, or business interruption, arising from or related to your use of the Software, even if advised of the possibility of such damages.
### 6. **Termination**
- **Termination by Licensor**: Midas Technologies LLC reserves the right to terminate this Agreement and your access to the Software at any time if you fail to comply with any of its terms.
- **Effect of Termination**: Upon termination, you must immediately cease all use of the Software and delete all copies from your systems. Termination does not limit any other rights or remedies available to Midas Technologies LLC under this Agreement or by law.
### 7. **Governing Law and Jurisdiction**
- **Governing Law**: This Agreement shall be governed by the laws of the State of [Your State], without regard to its conflicts of laws principles.
- **Jurisdiction**: Any disputes arising out of or related to this Agreement or the Software shall be resolved in the courts of [Your State], and you consent to the jurisdiction of such courts.
### 8. **Entire Agreement**
- This Agreement constitutes the entire agreement between you and Midas Technologies LLC regarding your use of the Software, superseding any prior agreements or understandings, written or oral, related to its subject matter.
---
**Acknowledgment of EULA**
By installing or using the Software, you acknowledge that you have read, understood, and agree to be bound by this End-User License Agreement.

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**Work-for-Hire or Assignment Agreement**
**This Work-for-Hire or Assignment Agreement ("Agreement")** is entered into as of ___ [Date] ___, by and between **Midas Technologies LLC** (the “Company”), with its principal place of business at [Business Address], and ___ [Contractor/Employee Name] ___ (the “Contributor”).
### 1. **Scope of Agreement**
- **Purpose**: This Agreement is intended to govern the ownership of all materials, intellectual property, and works created by the Contributor for the Company during the term of engagement.
- **Relationship**: The Contributors relationship with the Company is one of [Employment/Independent Contractor], and nothing in this Agreement is intended to create an employer-employee relationship if the Contributor is engaged as an independent contractor.
### 2. **Work-for-Hire Provision**
- **Work Made for Hire**: All work products, including but not limited to software code, designs, models, data analyses, algorithms, inventions, and any other deliverables (collectively, the “Work Product”), created by the Contributor within the scope of their engagement with the Company shall be considered “work made for hire” as defined under U.S. copyright law.
- **Assignment of Rights**: If any part of the Work Product is found not to qualify as a “work made for hire,” the Contributor hereby irrevocably assigns to the Company all rights, title, and interest in and to the Work Product, including all copyrights, patents, trade secrets, and other proprietary rights.
### 3. **Intellectual Property Rights**
- **Assignment of Inventions**: The Contributor agrees to promptly disclose to the Company any inventions, discoveries, or improvements developed in connection with their work for the Company. All such inventions and improvements shall be the exclusive property of the Company.
- **Moral Rights Waiver**: To the extent permitted by law, the Contributor waives any moral rights in the Work Product, including the right to attribution and the right to prevent modifications.
### 4. **Confidentiality and Non-Disclosure**
- **Confidential Information**: The Contributor agrees to keep confidential all proprietary information obtained during the course of their engagement, including but not limited to algorithms, trading strategies, client lists, and technical data.
- **Non-Disclosure**: The Contributor shall not disclose or use any confidential information for personal gain or for the benefit of any third party, both during and after the term of engagement.
### 5. **Return of Materials**
- Upon termination of the Contributors engagement, or upon request by the Company, the Contributor agrees to return all Company property and materials, including any copies of confidential or proprietary information.
### 6. **Representations and Warranties**
- **Original Work**: The Contributor represents and warrants that all Work Product is original, does not infringe upon any third-party rights, and that the Contributor has the full authority to assign all rights in the Work Product to the Company.
- **No Conflicting Agreements**: The Contributor represents that they are not subject to any conflicting agreements that would interfere with their ability to perform under this Agreement or assign rights to the Company.
### 7. **Indemnification**
- The Contributor agrees to indemnify and hold the Company harmless from any claims, damages, or expenses arising out of any breach of the representations and warranties provided in this Agreement.
### 8. **No Additional Compensation**
- Unless otherwise agreed upon in writing, the Contributor acknowledges that they will not receive any royalties, residuals, or other compensation related to the use of the Work Product beyond the compensation agreed upon for their services.
### 9. **Term and Termination**
- **Term**: This Agreement shall remain in effect for the duration of the Contributors engagement with the Company.
- **Survival**: The confidentiality and IP assignment provisions shall survive the termination of this Agreement and the Contributors engagement.
### 10. **Governing Law**
- This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].
### 11. **Entire Agreement**
- This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, or representations.
---
**Signatures:**
**Contributor (Employee/Contractor):**
___ [Contributor Name] ___
Signature: ___________________________
Date: ___
**Midas Technologies LLC:**
By: ___ [Authorized Representative Name] ___
Title: ___________________________
Signature: ___________________________
Date: ___

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**Employee Handbook**
**Issued by:** **Midas Technologies LLC**
**Effective Date:** ___ [Date] ___
Welcome to **Midas Technologies LLC**! We are excited to have you as part of our team. This Employee Handbook provides guidelines on our values, workplace policies, and procedures to ensure a positive, safe, and compliant work environment. Please read it carefully, as it contains important information about your rights and responsibilities.
---
### Table of Contents
1. **Company Values**
2. **Code of Conduct**
3. **Intellectual Property Ownership**
4. **Confidentiality and Data Protection**
5. **Anti-Harassment and Equal Employment Opportunity Policy**
6. **Benefits and Compensation**
7. **Leave and Time-Off Policies**
8. **Acknowledgment of Receipt**
---
### 1. **Company Values**
- **Innovation**: We prioritize creating leading-edge solutions through creativity and technological excellence.
- **Integrity**: Integrity drives our interactions with each other, clients, and partners. Ethical conduct is expected in all business dealings.
- **Collaboration**: We succeed through teamwork, open communication, and shared goals. Mutual respect and support are essential to our culture.
- **Continuous Learning**: We encourage personal and professional growth through training, mentoring, and development opportunities.
### 2. **Code of Conduct**
- **Professionalism**: Employees are expected to act professionally, respectfully, and ethically toward colleagues, clients, and partners at all times.
- **Attendance and Punctuality**: Regular attendance and punctuality are essential. Please notify your manager if you will be absent or late.
- **Conflict of Interest**: Employees must avoid any conflicts of interest and disclose any potential conflicts to management.
- **Workplace Safety**: Maintain a safe and healthy work environment by following all safety protocols and reporting hazards immediately.
### 3. **Intellectual Property Ownership**
- **Company Ownership**: All intellectual property (IP), including inventions, designs, software, and processes created by employees during employment, are the exclusive property of Midas Technologies LLC.
- **Work-for-Hire**: Any work created by employees for the Company is considered "work made for hire" under copyright law and is owned by the Company.
- **Invention Disclosure**: Employees must promptly disclose any IP created in the course of their work to their manager or the Companys legal representative.
### 4. **Confidentiality and Data Protection**
- **Confidential Information**: Employees are required to maintain confidentiality regarding proprietary information, including software code, data models, client information, and trade secrets.
- **Data Security**: Employees must follow company policies on data protection, ensuring secure handling and storage of sensitive information.
- **Non-Disclosure Agreement (NDA)**: All employees are required to sign an NDA, which remains in effect both during and after employment.
### 5. **Anti-Harassment and Equal Employment Opportunity Policy**
- **Harassment-Free Workplace**: Midas Technologies LLC is committed to providing a workplace free from harassment, including discrimination based on race, gender, religion, disability, or any other protected characteristic.
- **Reporting Harassment**: Employees who experience or witness harassment should report it to HR or a designated manager immediately. All reports will be handled confidentially and with no retaliation.
- **Equal Employment Opportunity**: Midas Technologies LLC is an equal-opportunity employer and adheres to all laws governing non-discriminatory employment practices.
### 6. **Benefits and Compensation**
- **Salary and Payment**: Employees are compensated bi-weekly/monthly (as applicable) and will receive their agreed-upon salary based on position and experience.
- **Health and Wellness Benefits**: Eligible employees receive health insurance, including medical, dental, and vision coverage.
- **Retirement Plan**: The Company offers a [401(k) / retirement savings plan] to assist employees with long-term financial planning.
- **Training and Development**: Midas Technologies LLC offers ongoing training programs and encourages participation in external workshops and courses relevant to employee roles.
### 7. **Leave and Time-Off Policies**
- **Paid Time Off (PTO)**: Employees accrue PTO based on their length of employment. PTO must be scheduled in advance and approved by a manager.
- **Sick Leave**: Paid sick leave is provided for health-related absences. Employees are encouraged to stay home if ill and notify their supervisor as soon as possible.
- **Parental Leave**: The Company offers parental leave in accordance with applicable laws.
- **Unpaid Leave**: Additional unpaid leave may be granted at the Companys discretion based on circumstances.
### 8. **Acknowledgment of Receipt**
- All employees are required to sign an acknowledgment form upon receiving this Handbook, confirming they understand and agree to adhere to these policies and standards.
---
**Acknowledgment of Receipt**
By signing below, I acknowledge that I have received, read, and understand the Midas Technologies LLC Employee Handbook. I agree to adhere to the policies, standards, and expectations outlined in this Handbook.
| **Employees Name** | **Signature** | **Date** |
|----------------------|---------------|----------|
| | | |

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**Intellectual Property Assignment Agreement**
**This Intellectual Property Assignment Agreement ("Agreement")** is made and entered into as of ___ [Date] ___, by and between **Midas Technologies LLC** (the “Company”), and ___ [Creator Name] ___ (the “Assignor”).
**1. Definitions**
- **Intellectual Property (IP)**: For the purposes of this Agreement, “Intellectual Property” includes, but is not limited to, all software, source code, algorithms, models, data sets, inventions, processes, methodologies, improvements, trade secrets, proprietary information, designs, works of authorship, documentation, and any other creations developed or created by the Assignor for the Company.
- **Work Product**: Any work, product, or IP created by the Assignor related to the Companys business, including algorithmic trading software, proprietary data models, and technical or economic indicators.
**2. Assignment of Rights**
- **Full Assignment**: Assignor hereby irrevocably assigns to the Company all rights, title, and interest in and to any IP and Work Product developed or created by the Assignor for the Company, whether created solely by the Assignor or with others, effective upon creation. This assignment includes worldwide rights to all patents, copyrights, trademarks, trade secrets, and other IP rights.
- **Moral Rights Waiver**: Assignor waives all moral rights in the IP and Work Product, including the right to attribution and the right to prevent modification, to the extent allowed by law.
**3. Representations and Warranties**
- **Original Work**: Assignor represents that all IP and Work Product is original and does not infringe upon any third-party IP rights.
- **Non-infringement**: Assignor warrants that the IP is free from any claims, encumbrances, or liens and that Assignor has the full authority to assign these rights.
- **Third-Party Contributions**: If any third-party IP is incorporated, Assignor shall obtain written approval from the Company and provide all necessary licenses or releases to the Company.
**4. Confidentiality**
- Assignor agrees to maintain strict confidentiality regarding all IP and proprietary information related to the Companys business, including but not limited to trade secrets, algorithms, and data models, and shall not disclose or use such information except as authorized by the Company.
**5. Further Assurances**
- Assignor agrees to execute any documents and take any actions reasonably requested by the Company to further document or perfect the assignment of rights, including filing for patents or other IP protections.
**6. No Royalties or Additional Compensation**
- The assignment of IP rights under this Agreement is made without expectation of additional compensation beyond any payment or remuneration agreed upon between the Company and the Assignor under separate agreements. Assignor agrees that the Company will own the IP outright, with no obligation to pay royalties or any other compensation.
**7. Term and Termination**
- **Term**: This Agreement remains in effect for as long as Assignor is employed by or contracted with the Company.
- **Survival**: The confidentiality and IP ownership provisions of this Agreement shall survive termination of Assignors relationship with the Company.
**8. Governing Law**
- This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].
**9. Entire Agreement**
- This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior agreements, discussions, or representations.
---
**Signatures:**
**Assignor:**
___ [Assignor Name] ___
Signature: ___________________________
Date: ___
**Midas Technologies LLC:**
By: ___ [Authorized Representative Name] ___
Title: ___________________________
Signature: ___________________________
Date: ___

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**Non-Compete and Non-Solicitation Agreement**
**This Non-Compete and Non-Solicitation Agreement ("Agreement")** is entered into as of ___ [Date] ___, by and between **Midas Technologies LLC** (the “Company”), and ___ [Employee/Contractor Name] ___ (the “Employee”).
**1. Definitions**
- **Restricted Activities**: Includes the development, marketing, or sale of algorithmic trading software or any products or services substantially similar to those developed, marketed, or offered by the Company.
- **Restricted Area**: The geographic and virtual territories where the Company conducts business, including any online or digital marketplaces.
**2. Non-Competition Covenant**
- **Agreement Not to Compete**: During the term of Employees engagement with the Company and for a period of **[1-2 years]** after termination of engagement, the Employee shall not, directly or indirectly, engage in any business or activity that competes with the Companys business, either independently or as an employee, partner, consultant, or shareholder, within the Restricted Area.
- **Scope of Restricted Activities**: This restriction specifically includes the development of any trading software, algorithms, or related products that would reasonably compete with the proprietary offerings of the Company.
**3. Non-Solicitation of Employees**
- **Agreement Not to Solicit Employees**: For a period of **[1-2 years]** following termination of employment or engagement, the Employee shall not, directly or indirectly, solicit or attempt to solicit any of the Companys employees, consultants, or independent contractors to leave their employment or engagement with the Company.
**4. Non-Solicitation of Clients and Partners**
- **Agreement Not to Solicit Clients**: Employee agrees not to solicit, divert, or attempt to solicit or divert any clients, partners, or prospective clients or partners of the Company with whom the Employee had material contact during the last **12 months** of employment or engagement, for a period of **[1-2 years]** following termination of engagement.
- **Definition of Material Contact**: “Material Contact” includes any direct interaction with clients or partners for the purpose of conducting business on behalf of the Company.
**5. Confidentiality and Protection of Proprietary Information**
- **Confidentiality Obligation**: Employee shall maintain strict confidentiality regarding the Companys trade secrets, proprietary information, and client information, both during and after the term of engagement. This includes, but is not limited to, information regarding the Companys algorithms, trading strategies, and data models.
- **Return of Property**: Upon termination of engagement, Employee agrees to return all Company property, documents, and electronic data in their possession.
**6. Acknowledgment of Reasonableness**
- Employee acknowledges that the restrictions in this Agreement are reasonable and necessary to protect the Companys legitimate business interests, including the protection of confidential information, client relationships, and the integrity of the Companys proprietary technology.
- **Independent Covenants**: The covenants in this Agreement are independent and enforceable independently of any other terms of employment or engagement.
**7. Remedies**
- **Injunctive Relief**: Employee acknowledges that a breach of this Agreement will result in irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company is entitled to seek injunctive relief in addition to any other remedies it may have under law or equity.
- **Recovery of Costs**: In the event of a breach, the Employee shall be liable for all reasonable legal costs and fees incurred by the Company in enforcing this Agreement.
**8. Governing Law and Jurisdiction**
- This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], and any disputes arising out of this Agreement shall be resolved in the courts located within [Your State].
**9. Severability**
- If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
**10. Entire Agreement**
- This Agreement constitutes the entire agreement between the parties concerning non-competition, non-solicitation, and confidentiality and supersedes all prior agreements, discussions, or representations.
---
**Signatures:**
**Employee/Contractor:**
___ [Employee/Contractor Name] ___
Signature: ___________________________
Date: ___
**Midas Technologies LLC:**
By: ___ [Authorized Representative Name] ___
Title: ___________________________
Signature: ___________________________
Date: ___

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**Operating Agreement of Midas Technologies LLC**
**This Operating Agreement ("Agreement")** is made and entered into as of this ___ day of ___, 2024, by and among the following members (the "Members"):
| **Member Name** | **Ownership Percentage** |
|----------------------|--------------------------|
| Jacob Mardian | 33.33% |
| Griffin Witt | 33.33% |
| Collin Schaufele | 33.33% |
**Article I: Formation and Purpose**
1. **Formation**: Midas Technologies LLC ("Company") is formed as a limited liability company under the laws of the State of Virginia.
2. **Principal Office**: The Companys principal place of business is located at [Business Address].
3. **Purpose**: The primary purpose of the Company is to develop, maintain, and commercialize algorithmic trading software and related technology.
**Article II: Capital Contributions**
1. **Initial Contributions**: Each Member agrees to make an initial capital contribution as outlined below, in cash or in-kind, and any additional contributions shall be made only upon the unanimous consent of the Members.
2. **Ownership Interest**: The ownership percentage of each Member shall be determined by the amount of their initial contribution and as detailed above.
**Article III: Management and Voting Rights**
1. **Management Structure**: The Company shall be managed by the Members, who shall make all major decisions by majority or unanimous vote, as specified herein.
2. **Voting Rights**: Each Member holds a voting right proportionate to their ownership percentage. Decisions regarding the sale of the Company or other major changes require unanimous consent.
3. **Meetings**: Meetings shall be held at least once annually, and decisions may be taken at such meetings or by written consent. Meetings may be held virtually if agreed by all Members.
**Article IV: Roles and Responsibilities**
1. **Jacob Mardian**: Responsible for business operations, strategy development, and software coding for trading algorithms.
2. **Griffin Witt**: Oversees economic analysis, focusing on developing intrinsic valuation models and economic indicators.
3. **Collin Schaufele**: Manages speculative analysis, including models for oil price estimation and ensuring regulatory compliance.
**Article V: Distributions and Profit Allocation**
1. **Distributions**: Profits shall be distributed annually unless otherwise agreed by the Members. Distributions shall be proportional to each Members ownership percentage.
2. **Reinvestment**: A portion of profits may be reinvested in the Company for growth and operational needs, as decided by a majority vote.
**Article VI: Transfer of Interests**
1. **Transfer Restrictions**: No Member may transfer their ownership interest without the consent of the other Members. The Company or other Members shall have the first right to purchase any offered interest.
2. **Buyout Option**: In the event a Member wishes to exit, the remaining Members have the right to buy out that Members interest at fair market value.
**Article VII: Confidentiality and Intellectual Property**
1. **Confidentiality**: Members agree to keep all company information, including algorithms, strategies, and client data, confidential.
2. **Intellectual Property**: All intellectual property, including algorithms, trading software, and proprietary data models developed by any Member for the Company, shall be the exclusive property of the Company.
**Article VIII: Dissolution**
1. **Dissolution Events**: The Company may be dissolved upon a unanimous decision by the Members or as required by law.
2. **Distribution upon Dissolution**: Upon dissolution, the Companys assets will be liquidated, and any remaining proceeds, after settling debts, will be distributed to Members in accordance with their ownership percentages.
**Article IX: Indemnification and Liability**
1. **Indemnification**: The Company shall indemnify each Member for actions taken in good faith on behalf of the Company.
2. **Liability**: No Member shall be personally liable for the Companys obligations, except for their capital contributions.
**Article X: Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].
**Article XI: Amendments**
Amendments to this Agreement may be made only with the unanimous consent of all Members.
**Signatures:**
---
**Member Signature:**
| Name | Date | Signature |
|--------------------|--------|--------------------|
| Jacob Mardian | | |
| Griffin Witt | | |
| Collin Schaufele | | |

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**Partnership Agreement**
**Effective Date:** ___ [Date] ___
**Issued by:** **Midas Technologies LLC** and **[Partner Company/Individual Name]**
This Partnership Agreement (“Agreement”) is made and entered into by and between **Midas Technologies LLC** (the “Company”), with its principal place of business at [Business Address], and **[Partner Name]** (the “Partner”), with its principal place of business at [Partners Business Address]. Together, the Company and the Partner are referred to as the “Parties.”
---
### 1. **Purpose and Scope of Partnership**
- **Purpose**: The purpose of this Agreement is to establish a partnership between the Company and the Partner to [specific purpose, e.g., develop joint technology, share resources, enhance market presence].
- **Scope**: This Agreement outlines the responsibilities, revenue-sharing arrangement, intellectual property rights, and other obligations to achieve the partnership's goals effectively.
### 2. **Roles and Responsibilities**
- **Companys Role**: Midas Technologies LLC agrees to provide [details of resources, technology, expertise, or support the Company will contribute].
- **Partners Role**: The Partner agrees to contribute [details of resources, technology, market access, or expertise the Partner will provide].
- **Decision-Making**: Major decisions impacting the partnerships goals and financial outcomes shall be made jointly, with each Party having equal say unless otherwise specified.
### 3. **Revenue Sharing and Financial Contributions**
- **Revenue Sharing**: Net profits generated from this partnership will be shared between the Parties based on the following percentages: ___% to Midas Technologies LLC and ___% to [Partner Name].
- **Initial Contributions**: Each Party agrees to bear its respective costs for fulfilling the responsibilities outlined in this Agreement, unless otherwise agreed in writing.
- **Additional Funding**: If additional funding is required to achieve the partnerships objectives, contributions shall be discussed and agreed upon by both Parties in writing.
### 4. **Intellectual Property (IP) Rights**
- **Existing IP**: Each Party retains sole ownership of all intellectual property and proprietary information it held prior to entering this Agreement.
- **Jointly Developed IP**: Any IP jointly developed through the partnership will be co-owned by both Parties, with equal rights to use and commercialize the jointly developed IP, unless otherwise agreed.
- **Licensing Rights**: Each Party grants the other a non-exclusive, royalty-free license to use its pre-existing IP solely for the purpose of fulfilling the objectives of this partnership. This license shall terminate upon termination of this Agreement.
### 5. **Confidentiality and Non-Disclosure**
- **Confidential Information**: Both Parties agree to keep confidential all proprietary and sensitive information shared in the course of the partnership, including but not limited to business strategies, trade secrets, client lists, and technical know-how.
- **Non-Disclosure Obligations**: Confidential information must not be disclosed to any third parties without the prior written consent of the disclosing Party. This obligation survives the termination of this Agreement.
- **Return of Materials**: Upon termination, each Party will return or destroy all confidential information belonging to the other Party.
### 6. **Non-Compete and Non-Solicitation**
- **Non-Compete**: During the term of this Agreement and for a period of **[1-2 years]** following termination, neither Party shall engage in any activities that directly compete with the purpose of this partnership within the specified markets, without prior written consent from the other Party.
- **Non-Solicitation**: Neither Party shall solicit or hire employees, contractors, or clients of the other Party during the term of this Agreement and for **[1-2 years]** thereafter, unless mutually agreed.
### 7. **Term and Termination**
- **Term**: This Agreement shall be effective as of the date first written above and shall continue for a period of ___ [Term Length, e.g., 2 years], unless terminated earlier as provided herein.
- **Termination for Cause**: Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term and fails to cure such breach within 30 days of receiving notice.
- **Termination by Mutual Agreement**: This Agreement may also be terminated by mutual consent of both Parties.
### 8. **Dispute Resolution**
- **Good Faith Negotiation**: The Parties agree to attempt to resolve any disputes arising from this Agreement through good-faith negotiations.
- **Mediation/Arbitration**: If a dispute cannot be resolved through negotiation, the Parties agree to seek resolution through [mediation/arbitration] before resorting to litigation.
- **Governing Law and Jurisdiction**: This Agreement shall be governed by the laws of the State of [Your State], and any disputes shall be resolved in the courts located within [Your State].
### 9. **Amendments**
- **Written Amendments Only**: Any amendments or modifications to this Agreement must be in writing and signed by both Parties. Verbal agreements are not binding.
### 10. **Entire Agreement**
- This Agreement represents the entire understanding between the Parties regarding the partnership and supersedes all prior agreements, communications, and understandings, whether written or oral.
---
**Signatures:**
**Midas Technologies LLC:**
By: ___ [Authorized Representative Name] ___
Title: ___________________________
Signature: ___________________________
Date: ___
**Partner:**
By: ___ [Partners Name] ___
Title: ___________________________
Signature: ___________________________
Date: ___

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**Software Development and Licensing Agreement**
**This Software Development and Licensing Agreement ("Agreement")** is made as of ___ [Date] ___ by and between **Midas Technologies LLC** (the “Licensor”), with its principal place of business at [Business Address], and ___ [Client/Licensee Name] ___ (the “Licensee”).
### 1. **Definitions**
- **Software**: Refers to the proprietary trading software and related components, including any code, algorithms, data models, and documentation, developed and owned by Licensor.
- **License**: A limited, non-exclusive, non-transferable, and revocable right granted to Licensee to use the Software as set forth in this Agreement.
### 2. **License Grant and Restrictions**
- **License Grant**: Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable license to use the Software for internal business purposes only.
- **License Restrictions**: Licensee shall not:
- Copy, modify, adapt, or create derivative works of the Software;
- Sell, rent, lease, sublicense, or otherwise distribute the Software to any third party;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Software;
- Use the Software in any way that competes with or harms the interests of Licensor.
### 3. **Intellectual Property Rights**
- **Ownership**: Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant Licensee any ownership rights in the Software.
- **Modifications and Improvements**: Any modifications, improvements, or derivative works created by Licensee in connection with the Software are the sole property of Licensor.
### 4. **Fees and Payment Terms**
- **License Fee**: Licensee shall pay Licensor a license fee in the amount of ___ [Fee Amount] ___, payable upon execution of this Agreement or as otherwise specified by Licensor.
- **Additional Services**: Any additional customization, support, or development services requested by Licensee will be subject to a separate service fee agreed upon by the parties in writing.
### 5. **Confidentiality**
- **Confidential Information**: Licensee agrees to keep confidential all non-public information related to the Software, including source code, algorithms, and technical documentation, and will not disclose it to any third party without Licensors prior written consent.
- **Non-Disclosure Obligation**: Licensees obligation to protect Confidential Information shall survive the termination of this Agreement.
### 6. **Warranties and Disclaimers**
- **Limited Warranty**: Licensor warrants that it has the right to license the Software and that the Software, as provided, does not infringe upon any third-party intellectual property rights.
- **Disclaimer of Warranties**: The Software is provided "AS IS," without any warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensee assumes all risks associated with the use of the Software.
### 7. **Limitation of Liability**
- **Liability Limitation**: In no event shall Licensor be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use or inability to use the Software, even if Licensor has been advised of the possibility of such damages.
### 8. **Indemnification**
- Licensee agrees to indemnify, defend, and hold Licensor harmless from any claims, damages, or expenses arising out of Licensees use of the Software, except to the extent caused by Licensors gross negligence or willful misconduct.
### 9. **Term and Termination**
- **Term**: This Agreement shall commence on the date first set forth above and continue for an initial term of ___ [Term Length, e.g., 1 year] ___ unless terminated earlier as provided herein.
- **Termination**: Licensor may terminate this Agreement immediately if Licensee breaches any term of this Agreement. Upon termination, Licensee shall immediately cease all use of the Software and return or destroy all copies of the Software in its possession.
### 10. **Governing Law and Jurisdiction**
- This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State]. Any disputes arising out of or related to this Agreement shall be resolved exclusively in the courts located within [Your State].
### 11. **Entire Agreement and Amendments**
- This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, representations, or understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.
---
**Signatures:**
**Midas Technologies LLC (Licensor):**
By: ___ [Authorized Representative Name] ___
Title: ___________________________
Signature: ___________________________
Date: ___
**Licensee:**
___ [Licensee Name] ___
Signature: ___________________________
Date: ___

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**Trade Secret Policy**
**Effective Date:** ___ [Date] ___
**Issued by:** **Midas Technologies LLC**
**This Trade Secret Policy ("Policy")** outlines the responsibilities, protocols, and procedures of **Midas Technologies LLC** (the "Company") for safeguarding and managing trade secrets and other confidential information critical to the Companys business success.
### 1. **Purpose and Scope**
- **Purpose**: This Policy aims to protect and maintain the confidentiality of the Companys trade secrets and other proprietary information, including algorithms, trading models, data analytics, and strategic plans.
- **Scope**: This Policy applies to all employees, contractors, consultants, vendors, and any other individuals who may have access to the Companys trade secrets (“Authorized Persons”).
### 2. **Definition of Trade Secrets**
- **Trade Secrets**: For the purposes of this Policy, “Trade Secrets” refer to any confidential and proprietary information of the Company that provides a competitive advantage, including but not limited to:
- Trading algorithms, data models, proprietary software, and technical know-how.
- Market analysis, economic indicators, and proprietary research.
- Business strategies, client lists, and financial data.
### 3. **Confidentiality Obligations**
- **Non-Disclosure**: Authorized Persons are required to keep all Trade Secrets strictly confidential and must not disclose them to any third party without the Companys prior written consent.
- **Use Limitation**: Trade Secrets shall be used solely for the benefit of the Company and exclusively for tasks related to the Authorized Persons role. Any unauthorized use is strictly prohibited.
### 4. **Access Control and Security Measures**
- **Access Limitation**: Access to Trade Secrets is limited to Authorized Persons who require such information to fulfill their professional responsibilities. The Company reserves the right to monitor and limit access to Trade Secrets based on role and necessity.
- **Security Measures**: The Company employs industry-standard security protocols, including encryption, password protection, and secure storage, to protect Trade Secrets. Authorized Persons are required to follow all security protocols.
- **Physical Security**: Where applicable, physical access to documents, servers, and devices containing Trade Secrets is restricted to authorized personnel only.
### 5. **Employee and Contractor Responsibilities**
- **Acknowledgment of Obligations**: All employees, contractors, and vendors must acknowledge and agree to this Policy upon onboarding or contracting with the Company.
- **Exit Obligations**: Upon termination of employment or contract, all Authorized Persons must return all Company property, including devices, documents, and files, and certify the deletion of any Trade Secrets stored on personal devices.
### 6. **Reporting and Addressing Unauthorized Disclosure**
- **Duty to Report**: Any Authorized Person who becomes aware of unauthorized access, use, or disclosure of Trade Secrets is required to promptly report it to the Companys [Designated Officer, e.g., COO].
- **Investigative Measures**: The Company will promptly investigate any potential or actual breach of this Policy and may take disciplinary action, including termination or legal action, as appropriate.
### 7. **Consequences of Policy Violation**
- **Disciplinary Action**: Violation of this Policy by employees may result in disciplinary action, up to and including termination of employment or contract.
- **Legal Recourse**: The Company reserves the right to pursue legal action, including seeking damages or injunctive relief, against any individual or entity responsible for the unauthorized use or disclosure of Trade Secrets.
### 8. **Legal Protections**
- **State and Federal Laws**: This Policy is designed to comply with applicable state and federal trade secret laws. The Companys Trade Secrets are protected under the [Your States Trade Secret Act] and the Defend Trade Secrets Act (DTSA) where applicable.
- **Whistleblower Protections**: In accordance with the DTSA, Authorized Persons are advised that they shall not be held liable for disclosure of Trade Secrets made in confidence to a government official, attorney, or as part of a court filing under seal for the purpose of reporting or investigating a suspected violation of the law.
### 9. **Policy Acknowledgment**
- Each Authorized Person is required to sign an acknowledgment of this Policy, affirming their understanding of and commitment to safeguarding the Companys Trade Secrets.
---
**Acknowledgment of Trade Secret Policy**
By signing below, I acknowledge that I have read, understand, and agree to comply with the Midas Technologies LLC Trade Secret Policy. I am aware of the importance of protecting Trade Secrets and understand that failure to comply with this Policy may result in disciplinary or legal action.
| **Authorized Persons Name** | **Signature** | **Date** |
|-------------------------------|---------------|----------|
| | | |

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PROPRIETARY SOFTWARE LICENSE AGREEMENT
This Proprietary Software License Agreement (“Agreement”) is a legally binding contract between the individual(s) listed below (“Owner(s)”) and any user (“Licensee”) authorized by the Owner(s) to use the software described herein (“Software”).
1. Ownership and Intellectual Property Rights
The Software and all intellectual property rights, title, and interest therein are exclusively owned by the Owner(s) who created it, as named herein. This Agreement assigns exclusive ownership to the Owner(s) as the sole proprietors, with no transfer of rights, title, or ownership in any part of the Software to Licensee. The Software is not open source, and any unauthorized distribution, modification, or use of the Software by third parties is expressly prohibited unless explicitly authorized in writing by the Owner(s).
2. License Grant
Subject to the terms and conditions of this Agreement, Owner(s) hereby grant Licensee a limited, non-transferable, non-sublicensable, revocable, and non-exclusive license to use the Software solely for Licensee's personal or internal business purposes as expressly permitted by the Owner(s). Any use outside of these parameters without prior written consent from the Owner(s) is strictly prohibited.
3. Restrictions
Licensee agrees to the following restrictions:
- No Distribution or Reproduction: Licensee may not distribute, copy, or reproduce the Software or any part thereof to any third party in any form.
- No Modification or Derivative Works: Licensee may not alter, modify, adapt, translate, or create derivative works from the Software.
- No Reverse Engineering: Licensee may not reverse engineer, decompile, disassemble, or attempt to extract the source code of the Software.
- No Sublicensing or Transfer: Licensee may not sublicense, rent, lease, loan, or transfer the Software or any rights granted hereunder to any third party.
- Written Consent: Any action contrary to these restrictions requires the prior express written permission of the Owner(s).
4. Warranty Disclaimer
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE OWNER(S) MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE WILL BE ERROR-FREE, FREE OF DEFECTS, OR SUITABLE FOR ANY SPECIFIC PURPOSE. LICENSEE ASSUMES ALL RISK ASSOCIATED WITH THE USE OF THE SOFTWARE.
5. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE OWNER(S) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS INTERRUPTIONS, OR LOSS OF PROFITS) ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF THE OWNER(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEES SOLE REMEDY FOR ANY DISSATISFACTION WITH THE SOFTWARE IS TO DISCONTINUE USE.
6. Termination
This Agreement shall automatically terminate if Licensee breaches any term or condition of this Agreement. Upon termination, Licensee agrees to immediately cease all use of the Software and destroy all copies of the Software in Licensees possession, whether in electronic or physical form, and certify such destruction to the Owner(s) upon request.
7. Governing Law and Jurisdiction
This Agreement and all disputes arising out of or related to it shall be governed by the laws of [Insert Jurisdiction, e.g., “the State of [Your State] in the United States”] without regard to its conflict of law principles. The parties irrevocably consent to the exclusive jurisdiction of the courts located within [Insert Jurisdiction] for the resolution of any disputes arising out of or related to this Agreement or the Software.
8. Entire Agreement
This Agreement constitutes the entire agreement between the Owner(s) and Licensee regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. Any modification or waiver of this Agreement must be in writing and signed by the Owner(s).
IN WITNESS WHEREOF, the Owner(s) and Licensee execute this Agreement as of the date Licensee first accesses or installs the Software.
Owner(s): Collin Schaufele, Jacob M, Griffin Witt