Non-Disclosure Agreement (NDA)

Template non-disclosure agreement for relationships between AwesomeWorks AI (CallWise) and clients, partners or candidates. Does not constitute legal advice. Adapt to your specific circumstances with the help of legal counsel.

Parties

Concluded on [DATE] between:

Parties may be mutually Disclosing and Receiving (mutual NDA). If the NDA is one-directional, remove inapplicable provisions.

1. Purpose

The parties intend to [describe purpose: e.g. explore a commercial partnership / evaluate the CallWise service / conduct integration negotiations] and in connection therewith may disclose confidential information to each other.

This Agreement governs the terms under which such information shall be protected.

2. Definition of Confidential Information

Confidential Information means any information disclosed by the Disclosing Party to the Receiving Party, in any form (written, oral, electronic, visual or otherwise), marked as confidential or which by its nature or circumstances of disclosure ought reasonably to be treated as confidential, including in particular:

• technical data, system architecture, source code,
• customer and prospect data,
• business strategies, product roadmaps and pricing,
• AI models, prompts and data processing procedures,
• financial and commercial information,
• any other information marked "Confidential".

Confidential Information does not include information that: (a) was publicly available at the time of disclosure; (b) became publicly available through no fault of the Receiving Party; (c) was lawfully obtained from a third party; (d) was independently developed by the Receiving Party.

3. Receiving Party's Obligations

The Receiving Party undertakes to:

• keep Confidential Information in strict confidence,
• not disclose Confidential Information to third parties without prior written consent,
• disclose Confidential Information only to employees and associates who need it for the purpose of this Agreement and who are bound by comparable confidentiality obligations,
• apply at least the same degree of protection as it applies to its own confidential information, and in any event no less than reasonable care,
• not use Confidential Information for purposes other than the stated purpose,
• promptly notify the Disclosing Party of any actual or suspected breach of confidentiality.

4. Required Disclosures

The Receiving Party may disclose Confidential Information if required to do so by applicable law, court order or regulatory authority decision. In such case, to the extent permitted by law, it shall notify the Disclosing Party in advance and cooperate to limit the scope of disclosure.

5. Ownership

All Confidential Information remains the exclusive property of the Disclosing Party. This Agreement does not grant the Receiving Party any licence, intellectual property rights or other rights in the Confidential Information beyond the right to use it for the stated purpose.

6. Duration

• Confidentiality obligations shall remain in force for [__] years from the date of signing or termination of the collaboration, whichever is later.
• Obligations relating to trade secrets shall remain in force indefinitely until the information ceases to constitute a trade secret.

7. Return and Deletion

Upon written request or termination of the collaboration, the Receiving Party shall:

• return or destroy all materials containing Confidential Information,
• delete Confidential Information from its electronic systems,
• upon request, confirm completion of the above in writing.

8. Breach and Liability

The parties acknowledge that breach of confidentiality obligations may cause irreparable harm to the Disclosing Party that may not be adequately compensated by monetary damages. Accordingly, the Disclosing Party is entitled to seek, in addition to damages, performance of the obligation through injunctive or other equitable relief.

9. Governing Law and Disputes

• This Agreement is governed by Polish law.
• Any disputes arising from this Agreement shall be submitted to the jurisdiction of courts competent for [Disclosing Party's / Receiving Party's / specify court's] registered seat.
• The parties shall endeavour to resolve disputes amicably before initiating legal proceedings.

10. General Provisions

• This Agreement is made in [__] identical counterparts, one for each party.
• Any amendments require written form under pain of nullity.
• Invalidity of individual provisions does not affect the validity of the remaining provisions.

Signatures

Contact

For NDA and confidentiality agreement enquiries, please contact:
hello@awesomeworks.ai

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