Publicity Authorization

In Plain Terms

Each paragraph you initial in Section 4 lets me talk publicly about our work in one specific way. Nothing proprietary is ever included, whichever paragraphs you initial. That means no code, architecture details, data, or anything else you'd want kept private. You choose whether you review each piece before it goes out or have a window to object. You can choose a date before which nothing is published. You can withdraw permission later.

1. Parties and Relationship to Confidentiality Agreements

This Publicity Authorization (the “Authorization”) is between Eigenstate Solutions LLC (“Consultant”) and the party identified in the signature block below (“Client”). It is the kind of written authorization contemplated by Section 10 (Publicity and Case Studies) of Consultant's standard Non-Disclosure Agreement, and it may be used with that agreement or with any other non-disclosure or confidentiality agreement between the parties (each, a “Confidentiality Agreement”). Where a Confidentiality Agreement would otherwise prohibit a use that this Authorization permits, this Authorization controls for that use only. It does not otherwise modify any Confidentiality Agreement, and nothing in it permits disclosure of Confidential Information.

2. Definitions

“Engagement” means the work Consultant performs for Client, under any agreement. “Confidential Information” means (a) any information that is confidential under a Confidentiality Agreement, and (b) any other non-public information Client or its agents have disclosed or made accessible to Consultant that a reasonable person would understand to be confidential.

“Non-Proprietary Aspects” means general information about the Engagement that is not Confidential Information, such as: the general class of fault or problem (for example, “a race condition” or “memory corruption at a language boundary”); the general category of technology involved (for example, “a C++ and Java system”); the general method Consultant used to find or fix it; the duration of the Engagement; and the general nature of the outcome (for example, “resolved” or “crash rate reduced to zero over a month of operation”).

“Anonymized” means presented so that neither Client, its products, its customers, nor any of its personnel can reasonably be identified. Client may be described only by its industry sector and approximate size, in terms no more specific than “a national infrastructure provider” or “a mid-sized logistics company.” Material is not Anonymized if it is presented in a way that links it to Client, for example alongside a client list that names Client.

“Illustrative Example” means code, pseudocode, a diagram, or a description that Consultant writes from scratch to show a general technique or fault pattern, using generic names, and that does not reproduce Client's code, identifiers, comments, or data, or any algorithm, design, or structure distinctive to Client's systems. A pattern common in software generally, such as holding a lock while waiting on a remote system, is not distinctive to Client's systems merely because it appeared in them.

3. Always Excluded

Regardless of what is initialed below, Consultant will never publish: (a) Confidential Information, including source code, architectures, designs, data, logs, and internal processes, even in excerpt or paraphrase, except that Illustrative Examples may be published under Paragraphs 4.A, 4.B, and 4.D; (b) any security vulnerability, unless Client has remediated it and approved its disclosure in writing; (c) names of Client's internal systems, projects, or unreleased products; (d) names or identifying details of Client's personnel or customers, except a person who has personally consented under Paragraph 4.F; (e) Client's fees, contract terms, or commercial details; or (f) any statement implying that Client endorses Consultant, except under Paragraph 4.F.

4. Permissions

Client grants each permission below for which Client's authorized signatory has written initials in the space provided. A paragraph left blank is not granted.

5. Review Before Publication

Before publishing anything under Paragraphs 4.B, 4.D, or 4.F, Consultant will send Client the draft. Paragraph 4.A material and Paragraph 4.C client lists need no review. If Client initials the paragraph below, Client may object to a draft within 10 business days of receiving it, and Consultant may publish it if Client does not object in that time. Otherwise, Consultant will publish only after Client approves the draft in writing (email is sufficient). In either case, Consultant will remove or change anything Client reasonably identifies as Confidential Information or as identifying Client in Anonymized material.

6. Timing

Consultant will publish nothing under this Authorization before the end of the Engagement, or before the following date, whichever is later: ______________________________ (leave blank if no additional date applies).

7. Withdrawal

Client may withdraw any permission at any time by written notice. Withdrawal takes effect for anything published after Consultant receives the notice. Within 30 days of the notice, Consultant will also remove material that names Client from websites and channels Consultant controls. Consultant need not recall Anonymized material already published, printed copies already distributed, or recordings of talks already given.

8. General

This Authorization grants no license to Client's trademarks or other intellectual property beyond what Paragraph 4.E expressly permits, and no compensation is owed for any use it permits. It is governed by the laws of the State of Minnesota, without regard to its conflict-of-laws rules. It is the parties' entire agreement on publicity about the Engagement. It may be amended only in a writing signed by both parties, except that Client may withdraw permissions under Section 7. It may be signed in counterparts and by electronic signature, and initials may be provided electronically.