Mutual Non-Disclosure Agreement

Last updated on January 23rd 2023

Signing parties

Registrated Company

Any company, client, or vendor that would like to join the platform and create a user must sign a mutual non-disclosure agreement (mNDA). is a platform, where IT companies looking to procure certain services in the field of IT development (clients) are connected with providers of such IT services (vendors).

Mutual Non-Disclosure Agreement

This mutual, non-disclosure agreement (“Agreement”) is made and entered into as of DATE, (the “Effective Date”) by and between

COMPANY NAME, a company with its registered seat at ADDRESS, identification number: COMPANY_ID, EU VAT: EU_VAT_ID (“Partner”); and

IO s. r. o., a company with its registered seat at Starozagorská 1385/2, 040 23 Košice, Slovak Republic, Identification Number: 52 230 384, registered in Commercial Register of Košice I District Court, Section Sro, Insert No. 45695/V (“”);

1. Purpose

The parties to this Agreement (each a “Party,” and together the “Parties”) wish to explore a software development, design, and marketing project, and in connection with this project, each Party has disclosed or may disclose to the other certain information which the Disclosing Party deems confidential.

2. Confidential Information

“Confidential Information” for purposes of this Agreement means any information disclosed by the Disclosing Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (including without limitation any oral, written, graphic or machine-readable information including, but not limited to, that which relates to patents, unpublished patent applications, provisional patent applications, patent opinions (including, but not limited to freedom to operate, patentability, and non-infringement opinions), specifications, trade secrets, research, products, inventions, processes, designs, drawings, engineering, formulae, software (including source and object code), hardware configuration, computer programs, program documentation, testing methods, algorithms, documentation and manuals, regulatory information, concepts, methods, techniques, ideas, research, improvements, diagrams, know-how, customers, suppliers, business partners, business plans, financial information and projections, costs, agreements and negotiations with third parties, strategies, services provided, sales, sales processes, markets, marketing processes or marketing plans). Confidential Information may also include information disclosed to Receiving Party by third parties acting on behalf of Disclosing Party. Confidential Information shall not, however, include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of Receiving Party; (c) is already in the possession of the Receiving Party (and not subject to any obligations of confidentiality) at the time of disclosure by the Disclosing Party; (d) is obtained by Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

3. Non-use and Non-disclosure

Receiving Party hereby agrees (a) to keep the Confidential Information of Disclosing Party strictly confidential, and (b) not to use Confidential Information of Disclosing Party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the Parties. Without limiting the foregoing, Receiving Party will not use any Confidential Information by Disclosing Party for any purpose other than to evaluate and engage in discussions concerning a potential business relationship between the Parties. Receiving Party agrees not to disclose any Confidential Information of Disclosing Party to third parties or to Receiving Party’s employees or consultants, except to those employees or consultants of Receiving Party who have a reasonable need to have access to the information in order to evaluate or engage in discussions concerning the potential business relationship between the Parties. Receiving Party shall be responsible for any breach of its obligations under this Agreement by its employees or consultants. Receiving Party shall not modify, reverse engineer, disassemble, create other works from, or decompile any prototypes, software, or other tangible objects which embody Disclosing Party’s Confidential Information and which are provided or accessed hereunder.

4. Mandatory Disclosure

Receiving Party may disclose certain Confidential Information that is required by law to be disclosed by the Receiving Party, provided that Receiving Party (a) to the extent legally permissible, gives Disclosing Party prompt written notice of such requirement prior to such disclosure, (b) reasonably cooperates with and at the expense of Disclosing Party in obtaining an order protecting the information from public disclosure, (c) limits the disclosure to the specific Confidential Information its counsel advises is required by law to be disclosed, and (d) uses reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information.

5. Maintenance of Confidentiality

Receiving Party agrees to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, Receiving Party shall take at least those measures that it takes to protect its own confidential information. Receiving Party shall not make any tangible copies of the Confidential Information of the Disclosing Party unless previously approved in writing by the Disclosing Party. Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

6. No Obligation

Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated in this Agreement concerning the business opportunity.

7. Solicitation of Employees and Consultants

During the term of this Agreement and for a period of five (5) years thereafter, neither Party shall directly or indirectly solicit, induce, recruit, hire or encourage any of the other Party’s employees or any of the other Party’s consultants who spend at least 50% of their time working for the other Party to terminate their relationship with such other Party, or attempt any of the foregoing, either for itself or any other person or entity. The provisions of this paragraph shall not apply to any employee or contractor of a Party who contacts the other Party on his or her own initiative and without any direct or indirect solicitation by the other Party.

8. No Warranty


9. Return of Materials

All documents and other tangible objects, and all electronic records, containing or representing Confidential Information which have been disclosed by Disclosing Party to Receiving Party or which have been prepared by or for Receiving Party, and all tangible or electronic copies thereof which are in the possession or control of Receiving Party, shall be and remain the property of Disclosing Party and shall be promptly destroyed or returned to Disclosing Party upon Disclosing Party’s written request provided Receiving Party shall not be required to purge any electronic version of such information created or maintained in connection with a general back-up of its computer systems and provided, further, Receiving Party may also retain one tangible copy of the Confidential Information for legal, regulatory, or document retention policy purposes. Notwithstanding the return or destruction of Confidential Information and related materials, Receiving Party will continue to be bound by its obligations of confidentiality and its other obligations hereunder. Any tangible or intangible copies of Disclosing Party’s Confidential Information retained by Receiving Party will, notwithstanding the expiration of the term of this Agreement, continue to be subject to the terms of this Agreement.

10. No License

Nothing in this Agreement is intended to grant any rights to Receiving Party under any patents, mask work rights, copyright, trademark, trade secret, or other intellectual property right of Disclosing Party, nor shall this Agreement grant Receiving Party any rights in or to the Confidential Information of the Disclosing Party except as expressly set forth herein.

11. Independent Contractors

Each Party is an independent contractor, and nothing contained in this Agreement shall be construed to construe the Parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking.

12. Term

 Except as provided in Section 9, the obligations of the Parties regarding Sections 2-5 and 8-15 shall survive for a period of five (5) years from the Effective Date of this Agreement.

13. No Publicity

Neither Party shall, without the prior consent of the other Party, disclose to any other person the fact that Confidential Information of the other Party has been and/or may be disclosed under this Agreement, that discussions or negotiations are taking place between the Parties, or any of the terms, conditions, status or other facts with respect thereto, except as required by law and then only with prior notice as soon as reasonably possible to the other Party.

14. Remedies

Each Party agrees that its obligations set forth in this Agreement are necessary and reasonable in order to protect the Disclosing Party and its business. Each Party expressly agrees that due to the unique nature of Disclosing Party’s Confidential Information, monetary damages would be inadequate to compensate Disclosing Party for any breach by Receiving Party of its covenants and agreements set forth in this Agreement. Accordingly, each Party agrees and acknowledges that any such violation or threatened violation shall cause irreparable injury to Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Disclosing Party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Receiving Party, without the necessity of posting a bond.

15. Miscellaneous

This Agreement shall bind and inure to the benefit of the Parties and their successors and assigns. This Agreement shall be governed by the laws of the Slovak Republic, without reference to conflicts of laws principles. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein. In the event of any conflict between the terms of this Agreement and the terms of any user, click-through or other similar agreement with respect to any electronic, online or web-based data room established by or for either Party, the terms of this Agreement shall prevail. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable and the affected term shall be effective and implemented to the maximum extent allowed by law. This Agreement is the product of both the Parties hereto, and constitutes the entire agreement between such Parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the Parties with regard to the transactions are expressly canceled. All notices, requests, demands, directions, declarations and other communications provided for herein shall be delivered by email, in each case to the applicable Party at its email address provided below. Such communications shall be effective one (1) business day after the email is sent.

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