MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of acceptance below ("Effective Date") by and between:
DISCLOSING PARTY: The organization making security and compliance documentation available through Simple Trust Portal ("Disclosing Party")
RECEIVING PARTY: The individual or entity requesting access to such documentation ("Receiving Party")
WHEREAS, Disclosing Party possesses certain confidential and proprietary information related to its security practices, compliance certifications, and operational procedures; and
WHEREAS, Receiving Party desires to receive access to such information for the purpose of evaluating a potential business relationship with Disclosing Party;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, or in electronic form, including but not limited to:
a) Security audit reports, penetration test results, and vulnerability assessments
b) SOC 2, ISO certifications, and other compliance documentation
c) Security policies, procedures, and operational practices
d) System architecture, infrastructure diagrams, and technical specifications
e) Customer data handling procedures and data protection measures
f) Any other information marked or identified as "Confidential" or that would reasonably be considered confidential given the nature of the information and circumstances of disclosure
2. OBLIGATIONS OF RECEIVING PARTY
Receiving Party agrees to:
a) Hold all Confidential Information in strict confidence
b) Not disclose Confidential Information to any third party without prior written consent of Disclosing Party
c) Use Confidential Information solely for the purpose of evaluating a potential business relationship with Disclosing Party
d) Protect Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care
e) Limit access to Confidential Information to employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained herein
f) Not copy, reproduce, or create derivative works from Confidential Information except as necessary for the permitted purpose
g) Not reverse engineer, decompile, or disassemble any software or technical information disclosed
3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Confidential Information does not include information that:
a) Is or becomes publicly available through no breach of this Agreement by Receiving Party
b) Was rightfully in Receiving Party's possession prior to disclosure by Disclosing Party, as evidenced by written records
c) Is rightfully received by Receiving Party from a third party without breach of any confidentiality obligation
d) Is independently developed by Receiving Party without use of or reference to Confidential Information, as evidenced by written records
e) Is required to be disclosed by law, regulation, or court order, provided that Receiving Party gives Disclosing Party prompt written notice of such requirement and cooperates in any effort to seek protective treatment
4. OWNERSHIP AND RETURN OF MATERIALS
All Confidential Information remains the sole property of Disclosing Party. Upon request by Disclosing Party, or upon termination of this Agreement, Receiving Party shall:
a) Promptly return or destroy all documents, materials, and other tangible items containing Confidential Information
b) Delete all electronic copies of Confidential Information from its systems
c) Certify in writing compliance with the foregoing within ten (10) business days of the request
5. NO LICENSE OR RIGHTS GRANTED
Nothing in this Agreement grants Receiving Party any license, right, or interest in any intellectual property of Disclosing Party, except the limited right to review Confidential Information for the permitted purpose stated herein.
6. NO OBLIGATION TO DISCLOSE OR ENTER BUSINESS RELATIONSHIP
Nothing in this Agreement obligates Disclosing Party to disclose any particular Confidential Information or to enter into any business relationship with Receiving Party. All decisions regarding disclosure and business relationships remain at the sole discretion of Disclosing Party.
7. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and continue for a period of three (3) years. The obligations of confidentiality shall survive termination of this Agreement and continue for a period of five (5) years from the date of disclosure of the Confidential Information.
8. REMEDIES
Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.
9. NO WARRANTY
ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10. GENERAL PROVISIONS
a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to conflict of law principles.
b) Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings.
c) Amendment: This Agreement may not be amended except by written agreement signed by both parties.
d) Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
e) Waiver: No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.
f) Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
g) Notices: All notices under this Agreement shall be in writing and delivered to the email address provided at the time of NDA acceptance.
BY ACCEPTING THIS AGREEMENT, RECEIVING PARTY ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH ABOVE.
This NDA acceptance is tracked and logged for compliance purposes. Date and identity of acceptance are recorded in audit logs.
