LEGAL · NDA

Mutual Non-Disclosure Agreement

The standard mutual NDA we sign with B2B candidates, vendors and people who propose product ideas. It is sent for signature through Google Workspace eSignature to the email you provide.

1. Parties and purpose

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into on [Effective Date] between Canet Solutions LLC, a Delaware limited liability company (“Canet”), and [Counterparty name / company] (the “Counterparty”). Each is a “Party”.

The Parties wish to exchange information to evaluate a possible B2B services engagement, vendor relationship or product idea (the “Purpose”).

2. Confidential Information

“Confidential Information” means any non-public information disclosed by a Party (the “Discloser”) to the other (the “Recipient”), in any form, that is marked as confidential or that a reasonable person would understand to be confidential, including product plans, software, data, rule bases, prototypes, business and financial information, and the terms of any discussions.

3. Exclusions

Confidential Information does not include information that the Recipient can show:

is or becomes public through no fault of the Recipient;

was lawfully known to the Recipient before disclosure;

is received from a third party without a duty of confidentiality; or

is independently developed without use of the Discloser’s information.

4. Obligations

Use Confidential Information only for the Purpose.

Protect it with at least reasonable care, and no less care than for its own similar information.

Disclose it only to employees, contractors and advisers who need to know it for the Purpose and are bound by confidentiality duties at least as protective as this Agreement.

Not reverse engineer, decompile or copy any software, prototype or materials received.

5. Required disclosure

If the Recipient is required by law or court order to disclose Confidential Information, it will, where legally permitted, give the Discloser prompt notice and disclose only what is required.

6. Return or destruction

On request, or when discussions end, the Recipient will return or destroy the Discloser’s Confidential Information, except copies kept under routine backups or legal obligations, which remain subject to this Agreement.

7. No licence, no obligation

All Confidential Information remains the property of the Discloser. No licence or other right is granted except as stated here. Neither Party is obliged to proceed with any transaction, engagement or purchase.

8. Product ideas and independent development

(a) Canet builds software products and receives proposals from many people. Canet may already be working on, or may later independently develop, products, features or ideas similar to those the Counterparty discloses. Nothing in this Agreement restricts Canet from doing so, as long as it does not use the Counterparty’s Confidential Information. Canet’s dated internal records are sufficient evidence of prior or independent development.

(b) Canet may review, discuss internally and evaluate any idea for the Purpose, including with advisers bound by confidentiality. General concepts, market observations and problem descriptions that are public or generic are not Confidential Information.

(c) Disclosing an idea creates no obligation for Canet to develop it, to partner with the Counterparty or to pay any compensation. Any use of the Counterparty’s Confidential Information beyond the Purpose, and any ownership, revenue share or other compensation, requires a separate written agreement signed by both Parties.

9. Term

This Agreement covers disclosures made during 2 years from the Effective Date. Confidentiality obligations survive for 3 years after the last disclosure, and for trade secrets for as long as they remain trade secrets.

10. Remedies

Unauthorised disclosure may cause irreparable harm. The Discloser may seek injunctive relief in addition to any other remedies.

11. Governing law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The Parties submit to the courts located in the State of Delaware.

12. General

This is the entire agreement on its subject and may be amended only in writing signed by both Parties. It may be signed electronically and in counterparts, each of which is an original. Electronic signatures are binding under the U.S. ESIGN Act and applicable law. Personal data exchanged under this Agreement is handled according to the Canet Privacy Policy.

CANET SOLUTIONS LLC eSignature field Name: [Authorised signatory] · Title: [Manager] · Date: [auto]

COUNTERPARTY eSignature field Name: [Signer] · Company: [—] · Date: [auto]