Mutual Non-Disclosure Agreement
Template notice: This NDA is a template. Not yet executed with any party.
This template must be reviewed and approved by a qualified French lawyer (avocat) before use with any counterparty. It is provided as a starting point only and does not constitute legal advice.
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") between:
SATOSHI FRAMEWORK SASU, a French simplified joint-stock company (société par actions simplifiée unipersonnelle), registered with the Registre du Commerce et des Sociétés under number [RCS NUMBER], having its registered office at [ADDRESS], France ("Creatorlayer" or "Disclosing Party");
and
[COUNTERPARTY FULL LEGAL NAME], [a company incorporated under the laws of [JURISDICTION] / an individual residing at [ADDRESS]] ("Recipient" or "Receiving Party").
Creatorlayer and Recipient are each referred to herein individually as a "Party" and collectively as the "Parties."
1. Purpose
The Parties wish to explore a potential business relationship in connection with [describe purpose: e.g., "employment / contractor engagement / technology partnership / investment due diligence / lending facility"] (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain Confidential Information (as defined below). This Agreement governs the treatment of such Confidential Information.
2. Definition of Confidential Information
2.1 "Confidential Information" means any and all information or data, in whatever form or medium (written, oral, visual, electronic, or otherwise), that a Disclosing Party discloses or makes available to the Receiving Party in connection with the Purpose and that is either:
(a) marked or identified as "confidential," "proprietary," or with a similar designation at the time of disclosure; or
(b) of a nature that a reasonable person would understand to be confidential given the circumstances of disclosure.
2.2 Without limiting the foregoing, Confidential Information of Creatorlayer expressly includes, but is not limited to:
(i) the Risk Tape scoring algorithm, including its structure, inputs, aggregation method, and output format; (ii) metric weight calibrations and the specific numerical parameters applied within the Risk Tape algorithm; (iii) tier threshold definitions mapping composite scores to eligibility tiers; (iv) eligibility rule engine logic, including exception handling, override conditions, and decision rules; (v) data normalization logic for converting platform-specific signals into comparable score inputs; (vi) platform integration schemas and data models for third-party API ingestion; (vii) the data quality score formula and confidence scoring methodology; (viii) business plans, financial projections, pricing, customer lists, investor information, and product roadmaps; (ix) source code, software architecture, database schemas, and system designs; (x) any information that Creatorlayer has identified as a trade secret under the EU Trade Secrets Directive 2016/943 or applicable national law.
2.3 "Confidential Information" does not include information that the Receiving Party can demonstrate:
(a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure, without restriction; (c) is rightfully received from a third party without restriction on disclosure; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
3. Obligations of the Receiving Party
3.1 Non-disclosure. The Receiving Party shall:
(a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose, publish, or disseminate any Confidential Information to any third party without the Disclosing Party's prior written consent; (c) use Confidential Information solely for the Purpose and for no other purpose whatsoever; (d) limit access to Confidential Information to those of its employees, officers, directors, contractors, advisors, or professional consultants ("Representatives") who have a strict need to know for the Purpose and who are bound by written confidentiality obligations no less restrictive than those in this Agreement.
3.2 Notice of breach. The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorised disclosure or use of Confidential Information.
3.3 No reverse engineering. The Receiving Party shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying logic of any software, API output, or technical artefact included in or derived from Creatorlayer's Confidential Information.
3.4 No competing use. The Receiving Party shall not use Creatorlayer's Confidential Information, directly or indirectly, to design, develop, build, or assist in the design, development, or building of any product, service, or system that competes with or is substantially equivalent to the Creatorlayer platform or the Risk Tape scoring product.
4. Non-Compete
4.1 During the term of this Agreement and for a period of two (2) years after its termination or expiry, the Recipient shall not, directly or indirectly:
(a) engage in, own, manage, operate, control, be employed by, provide services to, or participate in any business or enterprise that offers income verification, creator risk scoring, or creator creditworthiness assessment services in competition with Creatorlayer, in the European Union or any market in which Creatorlayer is then operating or has documented plans to operate; (b) solicit or attempt to solicit any employee, contractor, or key business partner of Creatorlayer to terminate their relationship with Creatorlayer.
4.2 The Parties acknowledge that the restrictions in Section 4.1 are reasonable in scope and duration given the nature of the Confidential Information and Creatorlayer's legitimate business interests. If any restriction is found unenforceable by a competent court, the court is invited to reduce its scope to the minimum necessary to make it enforceable rather than void it entirely.
5. Trade Secrets
5.1 The Parties acknowledge that certain Confidential Information disclosed hereunder, including items listed in Section 2.2(i)–(x), constitutes trade secrets within the meaning of Article 2 of EU Directive 2016/943 on the protection of undisclosed know-how and business information (trade secrets).
5.2 The Receiving Party's obligations with respect to trade secrets shall survive the termination of this Agreement for as long as such information continues to constitute a trade secret under applicable law, notwithstanding any shorter general confidentiality term specified in Section 7.
5.3 Nothing in this Agreement shall be construed to grant the Receiving Party any licence or right in or to any trade secret of the Disclosing Party.
6. Data Protection
6.1 To the extent that performance of this Agreement involves the processing of personal data within the meaning of Regulation (EU) 2016/679 (GDPR), the Parties shall:
(a) process personal data only for the Purpose and in compliance with GDPR and applicable national data protection laws; (b) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk; (c) not transfer personal data to third countries outside the European Economic Area without ensuring an adequate level of protection as required by Chapter V of the GDPR; (d) upon request, promptly return or securely delete all personal data received from the other Party.
6.2 Where one Party processes personal data on behalf of the other Party, the Parties shall enter into a separate Data Processing Agreement (DPA) as required under Article 28 GDPR.
7. Term
7.1 This Agreement shall commence on the Effective Date and remain in force for a period of five (5) years, unless terminated earlier by either Party upon thirty (30) days' written notice to the other Party.
7.2 Termination of this Agreement shall not relieve the Receiving Party of its obligations with respect to Confidential Information disclosed prior to termination. The confidentiality obligations in Sections 3 and 5, the non-compete in Section 4, and the trade secret obligations in Section 5 shall survive termination.
8. Return or Destruction of Confidential Information
Upon written request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly (and in any event within fifteen (15) business days):
(a) return all tangible materials containing Confidential Information; and (b) permanently destroy all electronic copies and derivatives, and certify in writing to the Disclosing Party that such destruction has been completed.
The Receiving Party may retain one archival copy of Confidential Information solely to the extent required by applicable law or regulation, subject to the ongoing confidentiality obligations of this Agreement.
9. No Licence or Transfer of Rights
Nothing in this Agreement shall be construed to grant the Receiving Party any right, title, interest, or licence in or to any Confidential Information, intellectual property, trade secret, or other proprietary right of the Disclosing Party. All Confidential Information disclosed hereunder remains the exclusive property of the Disclosing Party.
10. Remedies
10.1 The Receiving Party acknowledges that any breach or threatened breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy.
10.2 In the event of any actual or threatened breach, the Disclosing Party shall be entitled to seek, without the requirement to post any bond or other security:
(a) injunctive relief (référé or mesure conservatoire) from a competent court to restrain the breach or threatened breach; (b) specific performance to compel compliance with the terms of this Agreement; (c) damages, including all losses, costs, and legal fees arising from the breach.
10.3 The remedies set out in this Section are cumulative and in addition to any other rights or remedies available at law or in equity.
11. Warranty
Each Party represents and warrants that it has full power and authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.
12. Governing Law and Jurisdiction
12.1 This Agreement shall be governed by and construed in accordance with French law, to the exclusion of its conflict of laws rules.
12.2 Any dispute arising out of or in connection with this Agreement, including any dispute regarding its validity, interpretation, or termination, shall be subject to the exclusive jurisdiction of the courts of Paris, France (Tribunal de Commerce de Paris or Tribunal judiciaire de Paris, as appropriate).
13. General
13.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements relating to non-disclosure of the subject matter hereof.
13.2 Amendment. No amendment to this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties.
13.3 Waiver. Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce it on a future occasion.
13.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Creatorlayer may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets.
13.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same legal effect as handwritten signatures under French law.
13.7 Language. This Agreement is drafted in English. The French version, if any, shall prevail in the event of any conflict.
Signatures
SATOSHI FRAMEWORK SASU
Signature: ___________________________ Name: ___________________________ Title: ___________________________ Date: ___________________________
[COUNTERPARTY]
Signature: ___________________________ Name: ___________________________ Title: ___________________________ Date: ___________________________
This template is provided for informational purposes only. SATOSHI FRAMEWORK SASU makes no representation that this template is suitable for any particular transaction. You should obtain independent legal advice before executing any agreement based on this template.