This document stands valid from the date the Client identified herein has signed it, until such time that the project is deemed complete or terminated.

If either party wishes to terminate the signed agreement, a termination notice must be issued in writing at least 30 days in advance, together with valid reasons for termination.

Where the Client has paid an advance and a termination notice has been issued, {{ providerName }} will calculate the efforts incurred and will either issue a credit where excess has been paid, or an invoice for additional efforts exceeding the advance.

Scope creep. {{ providerName }} retains the right to charge additional fees on a time‑and‑materials day rate if the partner or their end customer adds efforts beyond the scope of the project, as indicated in writing.

1.  Definition of Confidential Information

a.  For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by the Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know‑how, works‑in‑progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognised as confidential information of the Disclosing Party; and (vi) any information generated by the Receiving Party or its Representatives that contains, reflects, or is derived from any of the foregoing. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party, and that the Disclosing Party regards all of its Confidential Information as trade secrets.

b.  Notwithstanding the foregoing, Confidential Information shall not include information which: (a) was lawfully possessed, as evidenced by the Receiving Party’s records, prior to receiving it from the Disclosing Party; (b) becomes rightfully known by the Receiving Party from a third‑party source not under an obligation of confidentiality; (c) is generally known by the public through no fault of the Receiving Party; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 shall apply prior to any disclosure; and (e) is independently developed by the Receiving Party without violation of the terms of this Agreement and without reference or access to any Confidential Information.

2.  Disclosure of Confidential Information

From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and the obligations set forth in this Agreement, require such Representatives to be bound by written confidentiality restrictions no less stringent than those contained herein, and assume full liability for acts or omissions by its Representatives; (c) keep all Confidential Information strictly confidential using a reasonable degree of care, but not less than the degree of care used in safeguarding its own confidential information; and (d) not disclose any Confidential Information received to any third parties, except as otherwise provided herein.

3.  Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any other purpose without the prior written consent of an authorised representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party, and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.

4.  Compelled Disclosure of Confidential Information

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing so that the Disclosing Party may, at its sole expense, seek a protective order or other appropriate remedy. The Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose, and shall cooperate with the Disclosing Party’s efforts to obtain such relief. If the Disclosing Party is unable to obtain or does not seek a protective order, disclosure may be made without liability.

5.  Term

This Agreement shall remain in effect from the date the Agreement has been executed by both parties. Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during the term shall remain in effect indefinitely.

6.  Remedies

Both parties acknowledge that the Confidential Information is of a unique and valuable character, and that unauthorised dissemination would destroy or diminish its value and result in damages that would be impossible to calculate. Therefore, the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof, in addition to any other remedies available at law or in equity. The Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and expenses.

7.  Return of Confidential Information

The Receiving Party shall immediately return and redeliver to the Disclosing Party all tangible material embodying any Confidential Information and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information (and all copies thereof, including those converted to computerised media), upon the earlier of: (a) completion or termination of the dealings between the parties; (b) termination of this Agreement; or (c) at such time as the Disclosing Party may request — provided that the Receiving Party may retain such documents as necessary to comply with its reasonable document‑retention policies. Alternatively, with the written consent of the Disclosing Party, the Receiving Party may immediately destroy any such material and, upon request, certify such destruction in writing by an authorised officer.

8.  Notice of Breach

The Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of: (a) any unauthorised use or disclosure of Confidential Information by the Receiving Party or its Representatives; or (b) any actions by the Receiving Party or its Representatives inconsistent with their obligations under this Agreement. The Receiving Party shall cooperate with all efforts of the Disclosing Party to regain possession of Confidential Information and prevent its further unauthorised use.

9.  No Binding Agreement for Transaction

The parties agree that neither party will be under any legal obligation of any kind with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. Each party reserves the right, in its sole and absolute discretion, to reject all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non‑disclosure provisions of any applicable transaction documents entered between the parties shall supersede this Agreement; where such provision is not provided for, this Agreement shall control.

10.  Warranty

NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although each shall endeavour to include in the Confidential Information all information believed relevant for the evaluation of a Transaction, no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the Disclosing Party. Neither party is obligated to disclose any Confidential Information it chooses not to disclose. Neither party shall have any liability to the other or its Representatives resulting from any use of the Confidential Information, except with respect to disclosure in violation of this Agreement.

11.  Miscellaneous