Mutual Non-Disclosure Agreement
This Agreement is made on [date] between:
Interiu AI S.L., registered office Calle Maquinaria 4, 3, 1, 07011 Palma de Mallorca, Balearic Islands, Spain, tax identification number B75247320 (“Interiu”); and
[Counterparty legal name], registered office [address], company number [number] (the “Counterparty”).
Each is a “Party”. Either may disclose and either may receive, so the obligations below run both ways.
This is Interiu’s standard form, published so it can be read before anyone asks for it. The version signed between the parties governs.
1. Purpose
The Parties wish to discuss whether an analytical system built around the Counterparty’s methodology, and deployed inside the Counterparty’s own infrastructure, would be useful to the Counterparty (the “Purpose”). Each Party may need to disclose confidential information to have that discussion properly.
2. Confidential Information
2.1 “Confidential Information” means information disclosed by one Party (“Discloser”) to the other (“Recipient”) for the Purpose, in any form, that is marked confidential or that a reasonable person in the Recipient’s position would understand to be confidential from its nature or the circumstances of disclosure.
2.2 It includes, without limitation: methodologies, templates, review standards, working papers, checklists and scoping logic; client names, matter names and matter facts; financial information; pricing; personnel information; technical information, architecture and know-how; and the existence and content of the discussions themselves.
2.3 It does not include information that:
(a) is or becomes public without breach of this Agreement;
(b) the Recipient already lawfully held without a duty of confidence, and can show it did;
(c) the Recipient develops independently without use of or reference to the Discloser’s Confidential Information, and can show it did; or
(d) the Recipient lawfully receives from a third party without a duty of confidence.
3. Obligations
3.1 The Recipient will use Confidential Information only for the Purpose.
3.2 The Recipient will keep Confidential Information confidential and protect it with at least the care it applies to its own confidential information of similar importance, and in no event less than reasonable care.
3.3 The Recipient may disclose Confidential Information only to those of its directors, employees, contractors and professional advisers who need it for the Purpose, who are told it is confidential, and who are bound by obligations of confidence no less protective than this Agreement. The Recipient is responsible for their compliance.
3.4 The Recipient will not reverse engineer, decompile or disassemble anything disclosed to it, or attempt to derive from it any information the Discloser has not chosen to disclose.
3.5 The Recipient will not use Confidential Information to train, fine-tune or otherwise adapt the weights of any machine-learning model, and will not knowingly place it into any product or service whose terms permit the provider to use it to train or improve a model. This clause does not restrict use of enterprise tooling operating under terms that prohibit training on customer data.
4. Required disclosure
4.1 The Recipient may disclose Confidential Information to the extent required by law, regulation, a court order or a competent regulator.
4.2 Where lawful and practicable, the Recipient will notify the Discloser first so that the Discloser can seek protective measures, will disclose no more than is required, and will treat the rest as confidential.
4.3 Either Party may disclose the existence of discussions to its existing and prospective investors and their professional advisers under a duty of confidence, without identifying the other Party.
5. Third-party confidences
5.1 Where a Party’s Confidential Information includes information it holds under a duty of confidence to its own client, the Recipient will consider the terms of that duty where they are notified in writing, and will observe them where it accepts them in writing. A Party is not bound by terms it has not accepted, and notification alone does not bind it.
5.2 Neither Party is obliged to disclose anything. In particular, neither Party need identify a client or a live matter to have the discussion the Purpose describes.
6. Personal data
6.1 The Parties do not intend to exchange personal data for the Purpose beyond business contact details of the individuals involved.
6.2 Each Party processes those contact details as controller for the purpose of the discussions, under Regulation (EU) 2016/679 and, in Spain, Organic Law 3/2018. Interiu’s privacy policy is published at interiu.com/privacy.
6.3 If the Purpose comes to require the exchange of any other personal data, the Parties will agree written terms for it first.
7. No licence, no commitment
7.1 Confidential Information remains the property of the Discloser. This Agreement grants no licence to any intellectual property, express or implied.
7.2 Nothing in this Agreement obliges either Party to enter into any further agreement, to proceed with any engagement, or to refrain from working with anyone else.
7.3 Neither Party makes any representation or warranty as to the accuracy or completeness of Confidential Information it discloses.
7.4 Neither Party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or goodwill, or for any indirect or consequential loss, arising from this Agreement.
8. Return and destruction
8.1 On the Discloser’s written request, the Recipient will return or destroy Confidential Information in its possession and confirm in writing that it has done so.
8.2 The Recipient may retain one copy to the extent required by law, regulation or its own document-retention or professional obligations, and may retain material held in routine backup, in each case subject to the continuing obligations in this Agreement for as long as it is retained.
9. Term
9.1 This Agreement applies to Confidential Information disclosed in the two years from the date above.
9.2 The obligations in clauses 3 to 8 continue for five years from the date of each disclosure, and indefinitely for anything that constitutes a trade secret under applicable law.
10. Remedies
10.1 Damages may not be an adequate remedy for a breach of this Agreement, and the Discloser may seek injunctive or other equitable relief in addition to any other remedy.
11. General
11.1 This Agreement is the entire agreement between the Parties on its subject matter. Amendments are effective only in writing signed by both Parties.
11.2 Neither Party may assign this Agreement without the other’s written consent, except to a successor to substantially all of its business.
11.3 If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed, and the rest continues in force.
11.4 This Agreement may be signed in counterparts and by electronic signature.
11.5 This Agreement is governed by Spanish law, and the Parties submit to the exclusive jurisdiction of the courts of Palma de Mallorca, Spain.
11.6 Where the Parties later sign a Master Services Agreement covering the same subject matter, that agreement’s confidentiality provisions apply to disclosures made after its date, and this Agreement continues to govern disclosures made before it.
Interiu AI S.L.
Name: Yan Serebryakov Title: Chief Executive Officer Date: Signature:
[Counterparty legal name]
Name: Title: Date: Signature: