Initial commit: beta recruitment campaign + NDA drafts
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Brendan
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# Mutual Confidentiality Agreement — BoundHQ Beta Program
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**Draft for legal review — not legal advice.**
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---
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**Date:** ________________
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**Between:**
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**Party A:** ________________ (business name) of ________________ (address)
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("the Tester")
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**Party B:** BoundHQ (________________) of ________________
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("BoundHQ")
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Each a "Party", together the "Parties".
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---
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## 1. Purpose
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The Tester and BoundHQ wish to explore a beta testing relationship.
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During this process, both Parties may disclose Confidential Information to each other.
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This agreement protects that information.
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## 2. What is Confidential Information
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**Confidential Information** means any non-public information disclosed by one Party to the other,
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whether written, oral, or electronic, that:
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(a) is marked as confidential; or
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(b) would reasonably be understood to be confidential given the nature of the information
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and circumstances of disclosure.
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**For the Tester**, this includes (but is not limited to):
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- Pricing structures, margins, markup models, and job costing breakdowns
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- Customer lists and client details
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- Supplier lists and pricing
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- Internal workflows and processes
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- Financial data and business performance information
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- Any data entered into the BoundHQ system
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**For BoundHQ**, this includes (but is not limited to):
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- Product roadmap and unreleased features
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- Source code, architecture, and technical design
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- Business plans and pricing strategy
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- Information about other beta testers
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- Internal development discussions and research
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## 3. What is NOT Confidential
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Confidential Information does **not** include information that:
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(a) is or becomes publicly available through no fault of the receiving Party;
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(b) was known to the receiving Party before disclosure (proven by written records);
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(c) is independently developed by the receiving Party without use of the disclosed information;
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(d) is obtained from a third party who is lawfully in possession and not under a duty of confidentiality;
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(e) is required to be disclosed by law or court order (with prompt notice to the disclosing Party).
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## 4. Obligations
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Each Party agrees to:
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(a) use Confidential Information **only** for the purpose of the beta testing relationship;
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(b) take reasonable steps to protect the Confidential Information from unauthorised disclosure
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(no less than the care it uses for its own similar information);
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(c) only share Confidential Information with employees or contractors who have a need to know
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and are bound by equivalent confidentiality obligations;
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(d) not disclose Confidential Information to any third party without prior written consent.
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## 5. Anonymised Data Carve-Out
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**Notwithstanding any other provision of this Agreement:**
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BoundHQ may collect, use, and retain Aggregated Data derived from the Tester's use of the BoundHQ system.
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**Aggregated Data** means data that:
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(a) has been stripped of all identifiers (business name, ABN, names, addresses, contact details);
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(b) cannot be reasonably linked to the Tester or any identifiable individual; and
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(c) is combined with data from other sources.
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Aggregated Data may be used for product development, research, benchmarking, marketing, and business operations.
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**Example:** BoundHQ may publish "Our beta testers reduced quoting time by 30%" but will not say
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"[Tester Name] reduced their quoting time by 30%."
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## 6. Return or Destruction of Data
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On termination of this Agreement or upon either Party's written request:
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- Each Party must return or destroy all Confidential Information of the other Party
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- BoundHQ will provide the Tester with a full export of their data within 30 days
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- BoundHQ may retain a single secure copy of Tester data for legal compliance purposes only
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## 7. No Reverse Engineering
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The Tester agrees not to:
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- Reverse engineer, decompile, or disassemble the BoundHQ software
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- Copy the BoundHQ software except as necessary for normal beta use
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- Attempt to extract source code or underlying algorithms
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## 8. No License or Warranty
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This Agreement does not grant any intellectual property rights or licenses beyond the specific purpose described. The BoundHQ beta software is provided "as is" without warranty of any kind.
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## 9. Term and Termination
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This Agreement starts on the date above and continues for **two (2) years**.
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Either Party may terminate this Agreement with **30 days written notice**.
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Confidentiality obligations survive termination for a further **two (2) years**.
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## 10. Governing Law
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This Agreement is governed by the laws of **Queensland, Australia**.
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The Parties submit to the exclusive jurisdiction of the courts of Queensland.
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---
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**Signed:**
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__________________________ __________________________
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For and on behalf of Tester For and on behalf of BoundHQ
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Name: ____________________ Name: ____________________
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Date: ____________________ Date: ____________________
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---
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*Get this reviewed by a solicitor before signing. This is a draft framework only.*
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