Non-Disclosure Agreement

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NON-DISCLOSURE AGREEMENT

Between the undersigned:

PARTY 1 — The Client

Name / Company name: ________________
Address: ________________
Represented by: ________________
Hereinafter referred to as “The Client”

PARTY 2 — The Provider

Deltopide — Eddie Plot
Calle Santa Barbara, 31 — 12530 Burriana, Castellón, Spain
Email: [email protected]
Hereinafter referred to as “The Provider”

The Client and The Provider are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

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Article 1 — Purpose

The purpose of this agreement is to define the conditions under which each Party undertakes to protect the confidential information exchanged in the context of their professional collaboration.

Article 2 — Definition of Confidential Information

The following are considered confidential information: all information, data, and documents, in any form whatsoever (oral, written, electronic), communicated by one Party to the other in the context of the collaboration, including but not limited to:

• Technical data, methods, and know-how
• Commercial, financial, and strategic information
• Source code, software architecture, and technical specifications
• Client data and personal data
• Business processes and internal procedures
• System access credentials, identifiers, and security keys
• Working documents, meeting minutes, and correspondence

Article 3 — Confidentiality Obligations

Each Party undertakes to:

• Not disclose confidential information to third parties, directly or indirectly, without the prior written consent of the other Party
• Not use confidential information for purposes other than those provided for in the context of the collaboration
• Limit access to confidential information to only those persons who need to know for the execution of the collaboration, and ensure that these persons are subject to equivalent confidentiality obligations
• Protect confidential information with the same degree of care applied to its own confidential information, and in any case with a reasonable degree of care

Article 4 — Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without fault of the receiving Party
• Was already known to the receiving Party prior to its communication, as evidenced by written proof
• Is legitimately obtained from a third party without confidentiality restrictions
• Must be disclosed pursuant to a legal, regulatory, or judicial obligation, subject to prior notification to the other Party as soon as possible and limiting disclosure to what is strictly necessary

Article 5 — Duration

The confidentiality obligations provided for in this agreement apply throughout the duration of the collaboration between the Parties and for a period of two (2) years after the end thereof, regardless of the cause.

Confidentiality obligations survive the termination or expiration of the main contract between the Parties.

Article 6 — Return and Destruction

At the end of the collaboration or upon written request from the Party that communicated the confidential information, the receiving Party undertakes to:

• Return or destroy all documents, files, copies, and media containing confidential information
• Delete all electronic copies of confidential information from its information systems
• Provide, upon request, a written certificate attesting to the complete return or destruction of confidential information

Article 7 — Ownership

Confidential information remains the full property of the Party that communicates it. This agreement does not confer any intellectual property rights, licenses, or other rights over confidential information to the receiving Party.

Article 8 — Breach

In case of breach of this agreement, the responsible Party undertakes to fully compensate the other Party for any damages suffered. The injured Party may seek any interim or emergency measures from competent courts, without prejudice to its right to obtain damages.

Each Party undertakes to immediately notify the other Party of any actual or suspected breach of this agreement.

Article 9 — Applicable Law and Jurisdiction

This agreement is governed by French law. In case of dispute regarding the interpretation or execution of this agreement, the Parties shall endeavor to find an amicable solution. Failing that, the courts of Paris shall have sole jurisdiction.

Article 10 — Signatures

Done at ______________, on ______________

In two original copies.