MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of ______________
(“Effective Date”)
between:
(1) Digital Sphere Solutions EOOD, a company incorporated under the laws of the Republic
of Bulgaria, with company registration number 207482619, VAT No. BG207725291, having its
registered office at 18 Kiril Startsev Street, Ruse 7000, Bulgaria (“Company”),
and
(2) [NAME OF THE OTHER PARTY], [legal form, if applicable], registered under the laws of
[jurisdiction], with registered number [●], having its registered office/principal place of
business at [address] (“Counterparty”)
(each a “Party” and collectively the “Parties”).
WHEREAS:
The Parties intend to exchange certain confidential and proprietary information for the
purpose of [briefly describe the purpose, e.g. “evaluating a potential business collaboration”,
“providing software development services”, “joint product development”, etc.] (the “Permitted
Purpose”).
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITION OF CONFIDENTIAL INFORMATION
“Confidential Information” means any non-public information disclosed by one Party
(“Disclosing Party”) to the other Party (“Receiving Party”), whether orally, in writing or by any
other means, that is designated as confidential or that reasonably should be understood to
be confidential given the nature of the information and the circumstances of disclosure. This
includes, but is not limited to, technical data, trade secrets, know-how, software, source code,
inventions, processes, designs, business plans, financial information, customer lists, marketing
strategies and any other proprietary information.
2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Confidential Information does not include information that:
(a) is or becomes publicly known through no breach of this Agreement by the Receiving Party;
(b) is already known to the Receiving Party at the time of disclosure without breach of any
confidentiality obligation;
(c) is rightfully received by the Receiving Party from a third party without restriction;
(d) is independently developed by the Receiving Party without use of or reference to the
Disclosing Party’s Confidential Information; or
(e) is approved for release in writing by the Disclosing Party.
3. OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party shall:
(a) hold the Confidential Information in strict confidence and take all reasonable precautions
to protect it (using at least the same degree of care it uses to protect its own confidential
information of similar importance, but in no event less than reasonable care);
(b) not disclose the Confidential Information to any third party without the prior written
consent of the Disclosing Party;
(c) use the Confidential Information solely for the Permitted Purpose and not for any other
purpose;
(d) limit access to the Confidential Information to its employees, officers, directors,
contractors and professional advisors (“Representatives”) who have a strict need to know for
the Permitted Purpose and who are bound by confidentiality obligations at least as protective
as those in this Agreement.
4. COMPELLED DISCLOSURE
If the Receiving Party is required by law, regulation or court order to disclose Confidential
Information, it shall promptly notify the Disclosing Party in writing (where legally permitted)
and reasonably cooperate with the Disclosing Party’s efforts to obtain a protective order or
other appropriate remedy.
5. TERM AND TERMINATION
This Agreement shall remain in effect for a period of [●] years (typically 2–5 years) from the
Effective Date, unless terminated earlier by mutual written agreement. The obligations of
confidentiality shall survive termination and continue:
(a) with respect to trade secrets – for as long as such information remains a trade secret
under applicable law;
(b) with respect to all other Confidential Information – for [●] years (usually 3–5 years) after
termination or expiration of this Agreement.
6. RETURN OR DESTRUCTION OF INFORMATION
Upon termination of discussions or upon request of the Disclosing Party, the Receiving Party
shall promptly return or destroy (and certify destruction of) all Confidential Information and
all copies thereof.
7. NO LICENSE OR OBLIGATION TO PROCEED
Nothing in this Agreement grants any license or right under any intellectual property rights.
Neither Party is obligated to proceed with any transaction or relationship.
8. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the
Republic of Bulgaria. Any disputes arising out of or in connection with this Agreement shall
be submitted to the exclusive jurisdiction of the competent courts in the city of Ruse, Bulgaria.
9. MISCELLANEOUS
9.1 This Agreement constitutes the entire understanding between the Parties regarding the
subject matter hereof and supersedes all prior agreements.
9.2 No amendment shall be effective unless in writing and signed by both Parties.
9.3 If any provision is held invalid, the remainder shall remain in full force and effect.
9.4 This Agreement may be executed in counterparts, each of which shall be deemed an
original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.