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