Mutual Non-Disclosure Agreement

This mutual non-disclosure agreement is intended for the Zopio contracting entity and the counterparty identified in the signed execution copy, each a “Party” and together the “Parties.” The applicable Zopio legal entity will be identified in that execution copy. The Parties may disclose information to evaluate, discuss or pursue a potential or existing business relationship, including product evaluations, technical integrations, commercial proposals, partnerships and services (the “Purpose”).

“Confidential Information” means non-public information disclosed by or on behalf of a Party that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It may include business plans, pricing, customers, product plans, source code, software, architecture, security information, technical specifications, data, financial information, know-how and trade secrets.

Confidential Information may be disclosed orally, visually, electronically or in writing.

Confidential Information does not include information that the receiving Party can demonstrate:

• is or becomes publicly available without breach of this Agreement;
• was lawfully known to the receiving Party without confidentiality obligations before disclosure;
• is received lawfully from a third party without a duty of confidentiality; or
• is independently developed without use of or reference to the disclosing Party’s Confidential Information.

The receiving Party will use Confidential Information only for the Purpose and will protect it using at least reasonable care and no less care than it uses to protect its own confidential information of similar importance. The receiving Party may disclose Confidential Information only to its employees, officers, directors, professional advisers, contractors and affiliates who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The receiving Party remains responsible for breaches of this Agreement by its representatives to the extent permitted by law.

If the receiving Party is legally required to disclose Confidential Information, it may do so only to the extent required. Where legally permitted, it will give the disclosing Party prompt notice and reasonable assistance so the disclosing Party may seek a protective order or other appropriate remedy.

Upon written request, the receiving Party will reasonably return or destroy Confidential Information and copies under its control, except for information retained in routine backups, legal archives or records required by applicable law or bona fide internal compliance policies. Any retained Confidential Information remains subject to this Agreement.

Each Party retains all rights in its Confidential Information. No license or other intellectual property right is granted except the limited right to use Confidential Information for the Purpose. Confidential Information is provided “as is,” without warranties regarding accuracy or completeness.

Neither Party is required to disclose information, enter into a transaction or continue discussions. Any commercial relationship will be governed by a separate written agreement where applicable.

The signed Agreement will remain in effect for two years from its effective date unless the Parties agree otherwise. The confidentiality and restricted-use obligations for Confidential Information disclosed during that period will continue for three years after disclosure. Obligations relating to trade secrets will continue for as long as the information qualifies as a trade secret under applicable law.

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause harm for which monetary damages may be inadequate. A disclosing Party may seek appropriate injunctive or equitable relief in addition to other remedies available at law.

Unless the Parties agree otherwise in the execution copy, the signed Agreement will be governed by the laws of the jurisdiction in which the Zopio contracting entity identified in the execution copy is organized, without regard to conflict-of-laws principles.

The signed execution copy will constitute the entire agreement between the Parties regarding its subject matter and supersede prior confidentiality understandings relating to the same Purpose. Amendments must be in writing and agreed by both Parties. Neither Party may assign the Agreement without the other Party’s consent, except in connection with a merger, reorganization or sale of substantially all relevant assets, provided the successor assumes the obligations of the Agreement.

Electronic signatures and counterparts may be used and together will form one agreement. If any provision is unenforceable, the remaining provisions will continue in effect.

This web page is a standard form for discussion and is not itself an executed agreement. To request an executable copy, email contact@zopio.com. If you prefer to use your organization’s NDA, send it to the same address for review.