Version 2026-10-27.1. Patent pending.
USG Studio Product Non-Disclosure, Intellectual Property, and Access Agreement
Version: 2026-10-27.1
Effective: 2026-10-27
Patent pending: U.S. Prov. App. No. 64/124,150 (filed August 1, 2026; docket USG-PROV-001)
Title: Method and System for Methodology-Driven Production Planning with Closed-Loop Repricing and Financial Recoupment
1. Purpose and Parties
This Non-Disclosure, Intellectual Property, and Access Agreement (the “Agreement”) is entered into as of the date of electronic acceptance (the "Effective Date") between Double Slit LLC, a North Carolina limited liability company (the "Company"), and the individual or entity accepting this Agreement ("Recipient," "you"). No individual is a party to this Agreement in a personal capacity.
This Agreement applies to the email trial and to access granted through the NDA request path. It does not apply to paid licenses.
You are being granted limited, revocable access to USG Studio, the USG Teams portal surfaces that host or promote USG Studio (including without limitation usg-teams.com, usgstudio.com, /apps/usg-studio/, /studio/, desktop installers such as DMG builds, and related download or launch pages), and related confidential and proprietary materials (collectively, the “Product”). Access is provided solely to evaluate, test, give feedback on, or perform authorized work with the Product under the Company’s direction — not to study, copy, clone, or reimplement the Product.
PATENT PENDING NOTICE. The Product is patent pending (U.S. Provisional Application 64/124,150, filed August 1, 2026, Attorney Docket USG-PROV-001, titled “Method and System for Methodology-Driven Production Planning with Closed-Loop Repricing and Financial Recoupment,” first named inventor Umashankar Gummadidala). A provisional application is not an issued patent. Access does not grant any license under that application or any later filing.
By checking the acceptance box or boxes, typing your legal name, and submitting the form, you acknowledge that you have read this Agreement in full, understand it, and agree to be bound by it as a legally enforceable contract to the maximum extent permitted by law.
2. Definition of Confidential Information
“Confidential Information” means all non-public information relating to the Company, the Product, patent-pending subject matter (U.S. Provisional Application 64/124,150), or the Company’s business, whether disclosed orally, visually, in writing, electronically, by demonstration, screen share, trial use, or by access to software, including without limitation:
(a) Product concept, invention thesis, vision, roadmap, positioning, pricing strategy, go-to-market plans, unreleased features, and the overall product architecture as a unified “methodology operating system” for production;
(b) The patent-pending (U.S. Provisional Application 64/124,150) subject matter and related know-how — including without limitation methodology-driven production planning; closed-loop repricing; dual-scenario (e.g., traditional vs hybrid/LED/volume) budgeting; scene-level shoot-method scoring and recommendations (Practical / LED Volume / Hybrid / AI-Assist); stage and rental physics fit; continuous re-pricing and re-narration of production economics; financial recoupment structures; and the end-to-end linkage of script → methodology → budget → schedule/stage → PreViz → finance/recoupment;
(c) User experience and product workflows — including navigation, pipeline order, onboarding, gates, role models, trial and access controls, screen-to-screen workflows, decision trees, and any distinctive sequence of steps that implements the Company’s production methodology;
(d) User interface and visual design elements — layouts, components, copy, labels, iconography, themes, interaction patterns, empty states, microcopy, HUD elements, and presentation of recommendations or financial narratives;
(e) Domain methodologies and engines — scene breakdown logic, shooting methodology scoring, hybrid/LED/practical recommendation systems, budget and rate-card logic, cost optimization, strategy/ROI models, production timelines, kit generators, document templates, stripboard/DOOD/call-sheet logic, hot-cost and plan-vs-actual engines, cap stack, incentives, CAMA, waterfall, residuals, compliance checkers, audit trails, and related algorithms or heuristics;
(f) Previsualization, storyboard, and 3D systems — character direction, pose libraries, environment kits, capture/bake pipelines, camera rigs, lighting looks, world/plate/volume systems, mesh-generation adapters, and any procedural or AI-assisted generation paths;
(g) Data models, schemas, file formats, export structures, local storage keys, IPC/command surfaces, APIs, access gates, and integration contracts;
(h) Prompts, model chains, provider configurations, quality tiers, quotas, and evaluation criteria used with any AI or third-party service;
(i) Source code, object code, builds, installers (including DMG and other desktop packages), configuration, infrastructure layout, secrets, and operational runbooks;
(j) Customer, project, crew, talent, vendor, financial, and production data you observe while using the Product that is not already public;
(k) Feedback, bug reports, metrics, survey responses, and discussions with the Company about the Product;
(l) The mere fact that particular features, flows, techniques, claim elements, or combinations exist or are under development, except where the Company has publicly announced them in a non-confidential manner.
Confidential Information does not include information that you can document with clear and convincing written evidence: (i) was lawfully in your possession without confidentiality duty before disclosure by the Company; (ii) is or becomes public through no fault of yours; (iii) is independently developed by you without any use of, reference to, or benefit from Confidential Information or Product access; or (iv) is rightfully received from a third party without confidentiality duty and without knowledge of the Company’s rights. Independent development is not presumed; access to the Product creates a strong inference that later substantially similar products used Confidential Information unless you prove otherwise.
3. Trade Secrets; Patent Pending; No License
You acknowledge that Confidential Information includes trade secrets under the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) and applicable state trade-secret law, and that the Product’s unique combination of methodology engines, closed-loop repricing, workflows, data models, and implementation details derives independent economic value from not being generally known.
You further acknowledge that the Product is patent pending (U.S. Provisional Application 64/124,150) covering “Method and System for Methodology-Driven Production Planning with Closed-Loop Repricing and Financial Recoupment” and related inventions. A provisional application is not an issued patent. Nothing in this Agreement grants you any express or implied license, covenant not to sue, or other right under any patent, copyright, trademark, trade secret, or other IP of the Company, except the limited access right in Section 7.
You will not file, assist in filing, or claim inventorship or ownership of any patent, copyright, or other IP that incorporates, is derived from, or was enabled by Confidential Information or Product access, without the Company’s prior written assignment or written consent. If any such IP arises by operation of law, you hereby assign it to the Company and will execute all documents reasonably requested to perfect that assignment.
Misappropriation of trade secrets may give rise to civil and criminal liability in addition to contract remedies under this Agreement.
4. Obligations of Recipient
You agree to:
(a) Hold all Confidential Information in strict confidence and protect it with at least the same care you use for your own most sensitive confidential information, and never less than reasonable care under industry standards for software and film-production IP;
(b) Use Confidential Information solely for authorized evaluation, testing, feedback, or work expressly permitted in writing by the Company — and not for any competitive, commercial, consulting, educational reverse-engineering, or model-training purpose;
(c) Not disclose Confidential Information to any third party without prior written consent of the Company, except to employees or contractors who have a need to know and are bound by written confidentiality obligations no less protective than this Agreement (you remain fully responsible for their compliance and any breach by them);
(d) Not copy, scrape, photograph, screen-record, mirror, crawl, bulk-export, reverse engineer, decompile, disassemble, instrument, probe, or attempt to derive source code, object code, models, prompts, schemas, algorithms, claim elements, or underlying ideas, concepts, or workflows from the Product, except solely to the limited extent that applicable law expressly prohibits waiver of such rights — and even then only after written notice to the Company and only for interoperability purposes permitted by that law;
(e) Not publish benchmarks, reviews, screenshots, flow diagrams, architecture notes, feature inventories, claim charts, or comparisons of non-public Product surfaces without prior written approval;
(f) Not remove, alter, or obscure proprietary notices, watermarks, copyright legends, patent markings, or access controls;
(g) Not use the Product or Confidential Information to train, fine-tune, evaluate, or improve any machine-learning or generative model (including for a competitor or for your own competing tool);
(h) Immediately notify the Company at usg@usgstudio.com upon discovery of any unauthorized use, access, or disclosure, and cooperate in remediation;
(i) Upon request, or upon termination of access, promptly cease all use and destroy or return Confidential Information in your control (except copies retained solely for legal compliance under a documented hold, which remain subject to this Agreement indefinitely).
5. Absolute Prohibitions on Copying, Cloning, and Concept Misappropriation
Without limiting Section 4, you expressly agree that you will NOT, directly or indirectly, for yourself or for any third party:
(a) Copy, clone, fork, reimplement, or create a derivative work of the Product’s code, object code, builds, installers, or configuration;
(b) Recreate, imitate, or substantially replicate the Product’s distinctive workflows, pipeline order, screen flows, methodology decision trees, closed-loop repricing behavior, dual-budget narratives, recoupment/finance linkage, or other confidential product architecture — whether by software, spreadsheets, scripts, no-code tools, or services;
(c) Use the Product as a “blueprint,” “spec,” or “training set” to design or build a competing or substitute product or service in film, television, virtual production, budgeting, scheduling, previz, or production-finance software;
(d) Extract or reconstruct claim elements, inventive combinations, or trade-secret processes observed through Product access and embody them in another product, pitch, patent filing, open-source project, or commercial offering;
(e) Circumvent, disable, or interfere with invite or access gates, NDA gates, trial limits, authentication, role-based access, watermarking, or other technical protection measures;
(f) Share invite codes, sign-in links, credentials, session cookies, DMG/installer packages, or screen shares of non-public Product surfaces with anyone not bound by this Agreement or a Company-approved written NDA of equal or greater protection.
Any of the above is a material breach. You agree that “I only used general industry knowledge” is not a defense where your product or work product is substantially similar to Confidential Information to which you had access, unless you prove independent development without use of Confidential Information.
6. Ownership of Intellectual Property; Feedback Assignment
The Product, patent-pending subject matter (U.S. Provisional Application 64/124,150), Confidential Information, trademarks (including USG Studio, USG Teams, USG Films), and all related IP are and remain the exclusive property of the Company and its licensors. No license is granted except the limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable right to access the Product as permitted under Section 7.
You assign to the Company all right, title, and interest worldwide in any feedback, suggestions, ideas, concepts, bug reports, improvements, or know-how you provide relating to the Product (“Feedback”), including all IP rights therein, and the Company may use Feedback without restriction, attribution, or compensation. You waive any moral rights in Feedback to the extent permitted by law. Feedback is the Company’s Confidential Information.
You will not assert any ownership, inventorship (except as lawfully required and promptly disclosed to the Company), or other claim over the Product, its flows, UI, methodologies, engines, previz systems, data models, branding, or patent-pending subject matter based on your access, evaluation, or Feedback.
Your own project content (such as scripts, budgets, schedules, and other materials you create or import using the Product) remains yours, and this Agreement does not assign it to the Company. If you contribute code, design, documentation, or content to the Product itself under a separate written contractor or employment agreement, that agreement's IP terms control.
7. Access; Owners; Revocation
Access is granted only through the email trial form, the NDA request path, or a valid invitation issued by the Company, unless you are a designated Platform Owner. Access is personal to the accepting Recipient and may not be transferred.
Platform Owners with standing access (not required to accept this Agreement as a condition of access, though they remain bound by fiduciary and company duties) are the accounts corresponding to: usg@usgstudio.com.
The Company may revoke, suspend, or limit your invite or trial access, account, sessions, exports, or feature access at any time, with or without cause. Upon revocation you must stop using the Product and destroy Confidential Information as required in Section 4(i).
You will not share invite codes, sign-in links, credentials, or sessions with others. Invite codes and sign-in links may be single-use, time-limited, and/or bound to a specific email. Circumventing invite, access, NDA, trial, or owner gates is a material breach and may also constitute unauthorized access under applicable computer-fraud and similar laws.
8. Non-Use, Non-Circumvention, and Competitive Restrictions
During the term of access and for five (5) years after your last access to the Product (and for trade secrets, for so long as they remain trade secrets), you will not, directly or indirectly:
(a) Use Confidential Information to design, develop, market, fund, pitch, or assist others in developing a product or service that is substantially similar to, competitive with, or that replicates the distinctive flows, methodology engines, closed-loop repricing, dual-budget systems, recoupment/finance linkage, previz pipelines, or confidential UI of the Product;
(b) Solicit or encourage any Company customer, invitee, or trial user to abandon the Product in favor of a product you know was built using Confidential Information;
(c) Circumvent the Company by taking a business opportunity that was presented to you solely through access to Confidential Information for the purpose of building a competing methodology or production-planning system.
This section does not prohibit general skills or knowledge retained in unaided memory that are not specific Confidential Information, nor work that does not use, derive from, or benefit from Confidential Information or Product access. If a court finds any restriction unenforceable as written, it shall be modified (blue-penciled) to the minimum extent necessary to make it enforceable for the longest duration, broadest scope, and widest geography permitted by law. In jurisdictions that limit non-compete covenants, the non-use of Confidential Information and trade-secret provisions remain fully enforceable.
9. Residual Knowledge; No Unclean Memory Defense
You acknowledge that once you have seen Confidential Information, you may retain residual mental impressions. You agree that such residual knowledge of Confidential Information remains subject to the non-use and non-disclosure obligations of this Agreement. You will not rely on residual knowledge to recreate Product workflows, engines, claim combinations, or UI.
You agree not to assert that a competing product is “from memory” or “industry standard” where the combination, sequence, or closed-loop integration you implement is substantially the same as Confidential Information to which you had access, unless you prove independent development without use of Confidential Information.
10. No Warranty; Evaluation Nature
THE PRODUCT AND ALL CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” FOR EVALUATION OR AUTHORIZED USE WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. The Company does not warrant uninterrupted or error-free operation, or that U.S. Provisional Application 64/124,150 will issue as a patent. You use the Product at your own risk. Production decisions (budget, schedule, safety, legal clearance) remain solely your responsibility.
11. Remedies, Injunctive Relief, and Liability
You acknowledge that unauthorized use, disclosure, copying, cloning, reverse engineering, or competitive misappropriation of Confidential Information or patent-pending subject matter would cause irreparable harm for which monetary damages are inadequate. The Company is entitled to temporary, preliminary, and permanent injunctive relief and other equitable remedies without the necessity of proving actual damages or posting bond (to the extent bond may be waived), in addition to all other remedies at law or equity.
In any action to enforce this Agreement arising from breach of confidentiality, IP, non-use, or non-circumvention provisions, the prevailing party (or the Company if it substantially prevails on its claims) shall be entitled to recover reasonable attorneys’ fees, costs, and expenses.
You agree that damages for breach may include the Company’s lost profits, unjust enrichment, cost of remediation, diminution in patent or trade-secret value, and statutory damages where available (including under the DTSA). Nothing in any limitation of liability applies to your breach of Sections 2–9, IP infringement, fraud, willful misconduct, or violation of law.
Except for breach of confidentiality, IP misappropriation, fraud, or willful misconduct, neither party’s aggregate liability under this Agreement for ordinary negligence claims shall exceed USD $10,000. Nothing excludes liability that cannot be excluded under applicable law.
Defend Trade Secrets Act notice: An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.
12. Term and Survival
This Agreement is effective on electronic acceptance and continues for so long as you retain Confidential Information or access rights. Confidentiality and non-use obligations survive for ten (10) years after termination of access, and indefinitely for trade secrets for so long as they remain trade secrets under applicable law. Obligations regarding patent-pending subject matter survive for so long as that application (or any later filing claiming priority to it) remains pending or in force. Sections 3, 5, 6, 8, 9, 10, 11, 13, and 14 survive termination indefinitely as applicable.
13. Electronic Acceptance; Audit Record
You agree that clicking to accept, typing your legal name, and any optional signature constitute a valid electronic signature under applicable e-sign laws (including the U.S. ESIGN Act and similar laws). The Company may store: your user id, username/email, legal name, organization, NDA version, acceptance timestamp, IP address (if available), user agent, and signature image or typed mark as evidence of acceptance and as an audit record.
Updated versions of this Agreement may be published under a new NDA version identifier. Continued access after a version change may require re-acceptance. Prior acceptances remain on file and continue to bind you for disclosures made under those versions.
14. General
This Agreement is the entire agreement on confidentiality, IP non-misappropriation, and access conditions for the Product and supersedes prior oral or written NDAs solely with respect to Product access via this clickwrap (separate signed NDAs, employment agreements, or contractor agreements with the Company remain in force according to their terms and control if more protective of the Company).
If any provision is held unenforceable, the remainder stays in effect, and the unenforceable provision shall be reformed to the maximum enforceable scope. Failure to enforce is not a waiver. You may not assign this Agreement without the Company’s written consent. The Company may assign to an affiliate, successor, or acquirer of the Product or related IP.
Governing law: State of North Carolina, USA, without regard to conflict-of-law rules, unless a mandatory local consumer law requires otherwise. Exclusive venue for disputes: state or federal courts located in North Carolina, except the Company may seek injunctive or IP relief in any jurisdiction where breach occurs or where you reside or do business. You consent to personal jurisdiction in those forums.
You represent that you have authority to bind yourself (and, if accepting on behalf of an entity, that entity). If you access the Product on behalf of an employer or client, both you and that organization are bound as Recipient.
For questions: usg@usgstudio.com.
© 2026 Double Slit LLC (SOSID 3352205). All rights reserved. USG Studio is proprietary software, not CC0. Patent pending — U.S. Provisional Application No. 64/124,150.