Mutual Non-Disclosure Agreement

1. Purpose and Scope

This agreement applies whenever Wiroko and another party exchange confidential information in connection with potential or active commercial discussions, onboarding, due diligence, integration planning, or operational collaboration.

It covers written, oral, visual, electronic, machine-readable, and observed information, whether or not every item is individually labeled confidential, if a reasonable business person would understand the information to be confidential.

2. What Counts as Confidential Information

• Business plans, commercial strategy, pricing, forecasts, financial models, sourcing terms, and negotiation materials.
• Product roadmaps, technical architecture, APIs, data models, specifications, security practices, and internal tools.
• Customer, vendor, partner, employee, applicant, or marketplace performance information that is not public.
• Legal, compliance, investigation, fraud, trust and safety, and risk-review materials.
• Any notes, summaries, extracts, translations, analyses, or derivative materials created from the original confidential information.

3. Exclusions

• Information that becomes public through no breach of this agreement by the receiving party.
• Information already lawfully possessed by the receiving party before disclosure without confidentiality restrictions.
• Information independently developed without use of the disclosing party’s confidential information.
• Information lawfully received from a third party that is not bound by a conflicting confidentiality duty.

4. Permitted Use and Access

The receiving party may use confidential information only to evaluate, document, implement, or manage the contemplated or active relationship with Wiroko.

• Access must be limited to employees, contractors, advisers, and representatives who need the information for that purpose and who are bound by confidentiality obligations at least as protective as these terms.
• Confidential information may not be used to compete unfairly, reverse engineer protected processes, solicit protected relationships improperly, or circumvent Wiroko or its counterparties.

5. Protection Standard

• The receiving party must use no less than reasonable care and, in any event, no less than the care used to protect its own similarly sensitive information.
• Safeguards should include appropriate access controls, storage discipline, device security, and internal handling rules proportionate to the sensitivity of the information.
• If the receiving party becomes aware of unauthorized access, disclosure, or loss, it must notify the disclosing party without undue delay and cooperate on containment and remediation.

6. Required Disclosure by Law

If disclosure is required by law, court order, or regulatory demand, the receiving party must, where legally permitted, provide prompt notice to the disclosing party so that protective measures can be considered.

• Only the minimum legally required information may be disclosed.
• The receiving party must request confidential treatment or protective handling where such protection is available.

7. Ownership and No License

All confidential information remains the property of the disclosing party or its licensors. No license, assignment, waiver, or transfer of intellectual property or other rights is granted except the limited right to review and use the information for the permitted purpose.

8. Duration of Confidentiality Duties

Unless a separate written agreement states otherwise, confidentiality obligations continue for five (5) years from each disclosure date.

Trade secrets, high-risk security information, and similar specially protected information remain protected for as long as they retain protected status under applicable law.

9. Return, Deletion, and Retention

Upon request, or when the relationship ends, the receiving party must promptly return or securely destroy confidential information under its control, except for copies that must be retained by law, compliance duty, or routine immutable backup systems.

• Retained copies remain subject to this agreement for as long as they are kept.
• At the disclosing party’s reasonable request, the receiving party must confirm completion of return or destruction steps.

10. No Obligation to Proceed; No Warranty

Nothing in this agreement obligates either party to enter into a transaction, launch a program, or continue discussions.

Confidential information is provided as-is unless a separate written agreement expressly states otherwise. Each party remains responsible for its own diligence and business judgment.

11. Remedies

Unauthorized disclosure or misuse of confidential information may cause harm that monetary damages alone cannot fully repair. The disclosing party may seek injunctive, equitable, or other lawful relief in addition to any other available remedies.

12. Contact and Related Framework

Questions about confidentiality, legal review, or document execution may be sent to legal@wiroko.com.

Where the parties later sign a seller, affiliate, partnership, service, or integration agreement, that agreement may supplement this NDA with more specific confidentiality, security, and data-handling terms.