This agreement (“Agreement”) is entered into and effective as of (“Effective Date”), by and between Visual Farms, LLC, (“Visual Farms” or “we”) a Colorado limited liability company, and your company (name or (“you”,).
Each party, prior to and following the Effective Date, owns, develops and acquires rights in Confidential Information, as defined below. The parties wish to share and use Confidential Information to facilitate Visual Farms’ testing, review, comparison and field trials of proprietary and comparison as part of test, review and compare products that combine data provided by each party in a field trial environment prior to commercialization of the products and services of Visual Farms, LLC.
The Purpose of this Agreement is to:
• Describe Visual Farms’ policy with respect to protection of your Confidential Farm Data;
• Enable Visual Farms to use your Confidential Farm Data, in development and field testing of its proprietary machine learning systems, and to provide you with Combined Information specific to your farm regarding seed choices, learning responses, yield information, benchmarking, practice simulations and other helpful data having significant economic value to your farm.
• Ensure protection of Visual Farms’ AgData as it continues to develop its proprietary software and farm data delivery mechanisms.
Definition and Use of Confidential Information
Your Confidential Information. By entering into this agreement and becoming a Trial Partner, you are agreeing to provide us “Farm Data,” which we may use in our field trials for your farm. All Farm Data will be considered and treated as confidential by Visual Farms. Farm Data includes the following:
• Agronomic data, land data, farm management data and machine data;
• Your, and/or your farm’s name and address;
• Your geo-referenced operating farm field boundaries with your own identifiers for reference.
• A history of hybrids, row widths and seed populations; planting dates and yields grown by field for yield model calibrations;
• Seeding and Yield maps, and practices such as irrigation, drainage, nutrient applications, timing and the like;
• Sensor locations and data including soils moisture and temperature sensors; other in-field sensors and remotely sensed images and data; and
• Other information about your farm that will improve specificity and performance on your farm.
From time to time, we may aggregate Farm and Ag Data for analytical purposes, technology and business marketing. This can also benefit your farm for certain applications like benchmarking. Such aggregated information will be “anonymized” so that your Farm Data cannot be identified.
By joining in this trial, you are opting-in to provide Farm Data to us, and you reserve the right to limit what you provide but acknowledge that this may affect the reliability and value of performance and yield outcomes. Should you wish to opt out, you may request return of your Farm Data in the form that you provided the data to us, but it will be unavailable separately in the form of Combined Information.
Our Confidential Information.
“Ag Data” is all of the information that Visual Farms provides and used in the trials. You acknowledge and agree that All Ag Data is considered confidential and proprietary to Visual Farms. Ag Data includes but is not limited to, historical and current data from public and private sources that as we have enhanced as proprietary or as patented for use in these trials and our products. Our patented software and databases that use national sets of farm field boundaries that contain historical farm structure, ownership, operators, land use and farm networks information. It also includes but is not limited to, soils, hydrography, transportation, jurisdictions terrain/elevation at highest available levels of precision which, in some cases can be at in-field levels of precision for a farm. It also includes, risk information, agriclimate, hybrid and varieties performance with attendant key variables related to seed selection and performance that may be specific to your farm.
Our proprietary software algorithms, interfaces, and data combine with and manage our data with yours to provide seed choices, learning responses, yields and practice-related outcomes specific to your farm. We refer to this as “Combined Information” and believe it will have significant economic and management value to you, and of course, to us, as we work together to perfect an independent Machine Learning System for your farm. Because Combined Information is valuable to Visual Farms in conducting it’s field trials and development of its proprietary system, as well economically valuable to enable Visual Farms to maintain and improve the quality of its products and services, you agree not to share Combined Information with other parties not directly involved in the operation of your farm.
Results and Sharing.
Because we believe in the value of our products to farmers, we understand that you may be comparing our results as Combined Data with those of others. This has value to both parties in providing a superior Farm-centric series of products. You may provide relative results to others and reciprocally to us but you agree not to provide Our data or Combined Data to third parties.
Ownership and Use of Confidential Information.
Each party retains all right, title and interest in its Confidential Information and all improvements and modifications made thereto. Any modifications of a Disclosing Party's Confidential Information, and any improvement, inventions, know-how or other developments of any party based upon such Confidential Information, made by or with the assistance of a Receiving Party, shall be deemed the property of the Disclosing Party, and title to all intellectual property rights in such developments shall be, and is hereby, transferred and assigned to the Disclosing Party. You acknowledge that a goal of this Partnership is to expand field level proof of our Machine Learning system, to identify key needs of farmers for farm-specific applications, and that if Visual Farms deems it appropriate to respond to user needs, it may reveal certain Visual Farms methods, potential methods and results to you and you may describe certain farm practices and ideas to which we may respond in building out your applications. We may further disclose Combined Information and other data concerning our field tests that may incorporate your Farm Data, provided that it does not specifically identify your farm or the source of the information.
Breach and Notification
Should any breach of this agreement that reveals Farm Data, Ag Data or Combined Data occur, we agree to notify each other immediately directly via email or telephone.
Obligations with respect to Confidential Information
We will never sell, rent or provide your Farm Data to another party without your express consent. This Agreement covers our treatment of Farm Data that you provide to us or that we gather as you use our Services, but not to the practices of companies we don’t own or control, or people that we don’t manage. We may disclose Farm Data only to those employees, contractors or affiliated organizations on a need-to-know basis in order to provide our services to you. Any such provision will be contingent upon agreement it will not be disclosed.
Return of Confidential information
You may ask us to return a copy of any Farm Data that you submitted in the format that you originally submitted it to us by contacting us at email@example.com, but you acknowledge that we have the right to retain Combined Data and any other results or information arising from our field trials or development of the system.
Duration of Obligations
The term of this agreement is three years from the first date of signing of this agreement. We may however, retain Farm Data, for up to five years, a time during which we will continue to honour the policies in this Agreement.
Should any changes to this agreement be anticipated, we will advise you of this via email or phone and provide documentation of such changes on our web site.