Non-Disclosure Agreement Template

This is a template for informational purposes only. This Non-Disclosure Agreement ("NDA") template reflects the general terms that Trinx Solutions SRL typically proposes for the protection of confidential information during business discussions and project engagements. Final NDA terms are agreed upon project engagement and may be modified based on the specific requirements of each party. This template does not constitute a binding legal agreement until it has been reviewed, completed with the details of both parties, signed by authorized representatives of each party, and dated. We recommend that both parties seek independent legal counsel before executing any NDA.

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between:

Party A: Trinx Solutions SRL, a company organized under the laws of Romania, with its registered office in Timisoara, Timis County, Romania ("Trinx")

and

Party B: [Company Name], a company organized under the laws of [Jurisdiction], with its registered office at [Address] ("Counterparty")

(each a "Party" and collectively the "Parties")

The Parties wish to explore a potential business relationship involving the discussion and evaluation of software development, technology consulting, or other related services (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information. This Agreement sets forth the terms and conditions under which such information will be disclosed and protected.

"Confidential Information" means any and all non-public information, in any form or medium, whether disclosed orally, in writing, electronically, or by any other means, that is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Purpose, including but not limited to:

- Business information: business plans, strategies, financial data, pricing, customer lists, supplier information, marketing plans, and operational procedures.
- Technical information: software source code, object code, algorithms, system architecture, technical specifications, designs, prototypes, inventions, trade secrets, know-how, databases, and data models.
- Project information: project proposals, requirements, timelines, deliverables, and related documentation.
- Personal data: any information relating to an identified or identifiable natural person, as defined by the GDPR.
- Any other information that is marked or designated as "confidential", "proprietary", or with a similar legend at the time of disclosure, or that would reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure.

Confidential Information includes any analyses, compilations, studies, summaries, or other documents or materials prepared by the Receiving Party that contain, reflect, or are derived from Confidential Information of the Disclosing Party.

The Receiving Party agrees to the following obligations with respect to the Disclosing Party's Confidential Information:

- Non-disclosure: The Receiving Party shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
- Limited use: The Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose whatsoever.
- Standard of care: The Receiving Party shall protect the Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
- Authorized disclosure: The Receiving Party may disclose Confidential Information only to its employees, directors, officers, contractors, and professional advisors ("Authorized Recipients") who (a) have a need to know the information for the Purpose, and (b) are bound by written confidentiality obligations at least as protective as those contained in this Agreement.
- Responsibility: The Receiving Party shall be responsible for any breach of this Agreement by its Authorized Recipients.
- No reverse engineering: The Receiving Party shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of any software or technology included in the Confidential Information.
- No copies: The Receiving Party shall not copy or reproduce any Confidential Information except as reasonably necessary for the Purpose, and all such copies shall bear the same confidentiality markings as the original.

The obligations set forth in this Agreement shall not apply to any information that the Receiving Party can demonstrate:

- Public availability: Was publicly available or in the public domain at the time of disclosure, or subsequently becomes publicly available through no fault, act, or omission of the Receiving Party.
- Prior knowledge: Was already known to the Receiving Party at the time of disclosure, as evidenced by written records predating the disclosure, without any obligation of confidentiality.
- Independent development: Was independently developed by the Receiving Party without use of, reference to, or reliance on any Confidential Information of the Disclosing Party, as evidenced by written records.
- Authorized disclosure: Was received by the Receiving Party from a third party who was not, to the Receiving Party's knowledge, under any obligation of confidentiality with respect to such information.
- Required disclosure: Is required to be disclosed by applicable law, regulation, governmental order, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice of such requirement prior to disclosure (to the extent legally permitted), (b) cooperates with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy, and (c) discloses only the minimum amount of Confidential Information necessary to comply with the requirement.

This Agreement shall become effective on the date it is signed by both Parties (the "Effective Date") and shall remain in effect for a period of 2 (two) years from the Effective Date, unless terminated earlier by either Party as provided herein.

Either Party may terminate this Agreement at any time by providing 30 days' written notice to the other Party. Termination of this Agreement shall not affect the confidentiality obligations with respect to Confidential Information disclosed prior to the date of termination.

The confidentiality obligations set forth in this Agreement shall survive the expiration or termination of this Agreement for a period of 2 (two) years from the date of expiration or termination, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longer.

Upon the expiration or termination of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly:

- Return to the Disclosing Party all originals and copies of any documents, materials, and other tangible items containing or embodying the Disclosing Party's Confidential Information.
- Permanently delete and destroy all electronic copies of Confidential Information in the Receiving Party's possession or control, including any copies stored on servers, cloud storage, backup systems, or portable media.
- Provide written certification to the Disclosing Party, signed by an authorized representative, confirming that all Confidential Information has been returned, deleted, or destroyed in accordance with this Section.

Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by applicable law or regulation, or as part of automated backup systems, provided that such retained copies remain subject to the confidentiality obligations of this Agreement for the duration of their retention.

The Parties acknowledge and agree that:

- A breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages alone would be an inadequate remedy.
- In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies available under applicable law, without the need to prove actual damages or post any bond or other security.
- The right to seek equitable relief is in addition to, and not in lieu of, any other rights and remedies available to the Disclosing Party at law or in equity, including the right to recover damages.
- The Receiving Party shall be liable for all costs and expenses, including reasonable legal fees, incurred by the Disclosing Party in enforcing its rights under this Agreement in the event of a breach by the Receiving Party.

Neither Party shall be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, except in the case of a willful or intentional breach of the confidentiality obligations.

- No license or rights: Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in the Disclosing Party's Confidential Information, intellectual property, patents, copyrights, trademarks, or trade secrets, except the limited right to use the Confidential Information for the Purpose as expressly set forth herein.
- No obligation to proceed: This Agreement does not obligate either Party to enter into any further agreement, contract, or business relationship. Either Party may terminate discussions relating to the Purpose at any time without liability.
- Relationship of the Parties: This Agreement does not create a partnership, joint venture, agency, or employment relationship between the Parties.
- Assignment: Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of the assigning Party's assets.
- Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
- Entire agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, and communications regarding such subject matter.
- Amendments: No modification or amendment of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.
- Counterparts: This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

This Agreement shall be governed by and construed in accordance with the laws of Romania, without regard to its conflict of law principles.

Any dispute arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall be resolved as follows:

- Negotiation: The Parties shall first attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days from the date one Party notifies the other of the dispute.
- Mediation: If the dispute is not resolved through negotiation, the Parties may agree to submit it to mediation in Timisoara, Romania, in accordance with the Romanian Mediation Law (Law No. 192/2006).
- Litigation: If the dispute is not resolved through negotiation or mediation, either Party may submit it to the exclusive jurisdiction of the competent courts of Timisoara, Romania.

Nothing in this Section shall prevent either Party from seeking injunctive or other equitable relief from any court of competent jurisdiction at any time.

This Agreement shall be executed by authorized representatives of each Party. By signing below, each Party acknowledges that it has read, understood, and agrees to be bound by the terms and conditions of this Agreement.

For Trinx Solutions SRL:
Name: ___________________________
Title: ___________________________
Signature: ___________________________
Date: ___________________________

For [Counterparty Name]:
Name: ___________________________
Title: ___________________________
Signature: ___________________________
Date: ___________________________