NDA Developer Documentation

NON-DISCLOSURE AGREEMENT (NDA)

IMPORTANT – READ CAREFULLY: By clicking “I AGREE” (or equivalent), you acknowledge that you have read, understood, and agree to be legally bound by the terms of this Non-Disclosure Agreement (“Agreement”). If you do not agree, do not proceed or access any confidential information.

1. Parties

• Disclosing Party: The entity or individual providing confidential materials (referred to herein as “we,” “us,” or “our”).
• Receiving Party: The individual or organization clicking “I AGREE” (referred to herein as “you,” “your,” or “the Receiving Party”).

2. Purpose and Confidential Information

2.1 Purpose. This Agreement allows you to access certain non-public, proprietary, or confidential information (including but not limited to API documentation, technical details, system design, trade secrets, and related discussions or test data) solely for the purpose of evaluating, integrating, or otherwise using our API or related technology (the “Purpose”).

2.2 Confidential Information. “Confidential Information” includes all information we disclose to you—regardless of form (written, oral, electronic, or otherwise)—that is (a) not generally known, and (b) reasonably understood to be confidential, including technical documentation, source code, trade secrets, business strategies, customer lists, test results, and any analyses or derivatives.

3. Obligations

3.1 Use Restriction. You agree to use Confidential Information only for the Purpose and not for any other purpose unless we grant prior written permission.

3.2 Non-Disclosure. You shall maintain Confidential Information in strict confidence and shall not disclose it to any third party, except to your employees or contractors who need to know it for the Purpose and are bound by confidentiality obligations at least as strict as those herein. You remain liable for any breach by such persons.

3.3 No Reverse Engineering. You shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive any underlying ideas or algorithms from any prototypes, software, or other technical materials we provide, unless expressly permitted in writing.

4. Exclusions

These obligations do not apply to information that you can demonstrate:

• (a) was lawfully known to you without a confidentiality obligation before disclosure;
• (b) becomes publicly known through no fault of yours;
• (c) was independently developed by you without reference to our Confidential Information; or
• (d) must be disclosed under law or binding order, provided you promptly notify us (if legally permitted) so that we may seek a protective order or other appropriate remedy.

5. Term and Duration

This Agreement is effective on the date you click “I AGREE” (the “Effective Date”) and remains valid for two (2) years thereafter. Any Confidential Information disclosed during this period remains subject to confidentiality obligations for the same 2-year term from the Effective Date.

6. Return or Destruction

Upon our written request or upon completion of the Purpose, you will promptly (within 14 days) destroy or return all Confidential Information, including copies or derivatives. You may retain one archival copy if required by law or standard backup procedures, provided it remains subject to the confidentiality obligations herein.

7. No License or Additional Rights

All Confidential Information remains our exclusive property. No license or rights (including intellectual property rights) are granted or implied except for the limited right to use the Confidential Information solely for the Purpose.

8. Remedies

You acknowledge that any unauthorized use or disclosure of Confidential Information could cause irreparable harm to us, for which monetary damages may be inadequate. We may seek injunctive relief, damages, and any other remedies available under applicable law.

9. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with German law, excluding its conflict-of-law principles and the U.N. Convention on Contracts for the International Sale of Goods (CISG). Any dispute arising from or in connection with this Agreement is subject to the exclusive jurisdiction of the courts of [City], Germany, and you irrevocably submit to such jurisdiction.

10. Contractual Penalty (Optional)

We may impose a contractual penalty of EUR [__] per breach, in addition to any other damages or remedies allowed by law. If such an amount is specified prior to your acceptance, it forms part of this Agreement.

11. Miscellaneous

11.1 Entire Agreement. This Agreement constitutes the entire understanding regarding confidentiality between you and us concerning the Purpose, superseding any prior agreements or discussions on this matter.

11.2 Severability. If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision is replaced by a valid one reflecting the original intent as closely as possible.

11.3 No Waiver. Failure to enforce any provision does not constitute a waiver of that or any other provision.

11.4 Electronic Acceptance. Your click-through acceptance (“I AGREE”) constitutes a binding signature, and the date of that click is the Effective Date.

By clicking “I AGREE,” you confirm that you have read and understood these terms and agree to be legally bound by this Non-Disclosure Agreement. If you do not agree, you must not proceed.

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