This agreement is a mutual promise. Both of us will look after the other’s confidential information on the terms below, so we can move quickly without risking a leak or a misunderstanding.
What is confidential
Confidential information is anything either of us shares that a reasonable person would treat as private or commercially sensitive, even if it is not marked “confidential”. This includes pricing, margins, customer and supplier lists, contracts, internal reporting definitions, operating volumes, product plans, roadmaps, security practices, and any non-public financials.
It also includes data exports, database samples, screenshots, warehouse and shipping reports, BI dashboards, queries, schemas, field mappings, model features, prompts, code, notebooks, runbooks, and any login details, API keys, tokens, or other credentials. Notes I take from what you share, and notes you take from what I share, count too.
How we protect it
Each of us will use the other’s confidential information only to evaluate, plan, or carry out the work we are discussing together. I will not use your data, reports, or access for anything else. You will not use my methods, code, or internal materials for anything else.
Each of us will share the other’s confidential information only with people who genuinely need it for that purpose, and only if they are bound to protect it at least as tightly as this agreement. Each of us will protect the other’s confidential information with the same care we use for our own sensitive information, including keeping credentials secure and limiting access to what is needed (for example, read-only access where that fits the task).
What is not confidential
Confidential information does not include information that is already public through no fault of the receiving person. It also does not include information the receiving person already knew before it was shared, as long as that earlier knowledge was gained without breaking any duty of confidence.
It is not confidential if it is received lawfully from someone else who had the right to share it. It is not confidential if it is developed independently without using the other side’s confidential information.
If either of us is required to disclose information by a regulator, court, or other legal process, that disclosure is allowed. Where notice is allowed, the person required to disclose will give the other side a heads-up and will share only what is required.
How long this applies
This agreement applies to confidential information shared between us from the date the last of us signs it. It covers information shared in writing, orally, on calls, in meetings, and through access to systems.
The duty to protect the other side’s confidential information continues after our discussions end or after any work ends. It continues for the period we agree in writing.
If we do not go ahead with work together, this agreement still applies to anything we shared while exploring it.
Returning and deleting
If the other side asks, or when our work together ends, each of us will promptly return or delete the other side’s confidential information that we hold, including copies. That includes exports, documents, credentials, code samples, and any files created from or containing the other side’s confidential information.
Each of us can keep a limited copy where we genuinely need it for reasonable archiving, backup, audit trails, or to meet a legal or compliance duty. Anything kept still stays confidential under this agreement, and access stays limited to people who need it for that retention purpose.
Who owns what
Nothing in this agreement transfers ownership. Each of us keeps all rights in our own confidential information, materials, know-how, and intellectual property.
Sharing information under this agreement does not grant the other side a licence to use it beyond evaluating or carrying out the work we are discussing. For example, if you share data and reporting definitions, I can use them to analyse and build within the agreed work. If I share code patterns, templates, or methods, you can use them only to evaluate my work unless we agree something broader in writing.
Any separate service terms we agree later can set different usage rights, but this agreement alone does not.
If something goes wrong
Both of us understand that a leak or misuse of confidential information can cause harm that money alone may not fix. The harmed side may ask for an order to stop the breach or prevent further disclosure, as well as claim damages.
This applies equally to both sides.
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