Non-Disclosure Agreement

This Non-Disclosure Agreement ("NDA") governs the disclosure of confidential information between a buyer ("Disclosing Party") and a seller ("Receiving Party") on the Prozz platform ("Platform"). By accepting this NDA when placing a bid on an NDA-required project, the Receiving Party agrees to be bound by the terms below.

"Confidential Information" means any non-public information disclosed by the Disclosing Party in connection with the project, including but not limited to:

• Project descriptions, requirements, and technical specifications.
• Business strategies, plans, and financial information.
• Source code, algorithms, designs, and prototypes.
• Customer data, user lists, and market research.
• Any other information marked as confidential or that a reasonable person would consider confidential given the context.

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party.
• Use Confidential Information solely for the purpose of evaluating or fulfilling the project for which it was disclosed.
• Limit access to Confidential Information to individuals who need to know it in order to perform the agreed work and who are bound by confidentiality obligations at least as protective as those in this NDA.
• Promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorised disclosure of Confidential Information.
• Not reverse-engineer, decompile, or disassemble any software or materials provided as Confidential Information.

The obligations in Section 3 do not apply to information that the Receiving Party can demonstrate:

• Was already in the public domain at the time of disclosure.
• Became publicly known through no fault of the Receiving Party.
• Was independently developed by the Receiving Party without use of or reference to the Confidential Information.
• Was lawfully received from a third party without restriction on disclosure.
• Must be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates with any effort to obtain a protective order.

The confidentiality obligations in this NDA begin on the date the Receiving Party accepts this NDA and continue for a period of three (3) years from that date, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longer.

Upon request by the Disclosing Party, or upon the conclusion or termination of the project, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including any copies, notes, or summaries, and certify in writing that it has done so.

Nothing in this NDA grants the Receiving Party any rights, licences, or ownership interest in the Confidential Information or any intellectual property of the Disclosing Party. The Disclosing Party retains all rights in the Confidential Information.

The Receiving Party acknowledges that any breach of this NDA may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement to post a bond or other security.

Prozz is not a party to this NDA and assumes no liability for any breach by either party. The Platform facilitates the acceptance of this agreement but does not monitor, enforce, or guarantee compliance. Any disputes arising from this NDA are solely between the Disclosing Party and the Receiving Party.

This NDA is governed by and construed in accordance with the laws of the jurisdiction agreed upon by the parties, or, in the absence of such agreement, the laws of the jurisdiction where the Disclosing Party is domiciled, without regard to conflict-of-law principles.

This NDA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, representations, or agreements relating to confidentiality. It may only be amended by a written instrument signed by both parties.

Questions about this NDA? Contact us at legal@prozz.io.