Mutual non-disclosure agreement

This mutual non-disclosure agreement ("Agreement") applies to order the order placed through Busyzero between the client ("Client") and the seller ("Seller"), together the "Parties".

1. Purpose. The Parties exchange information to carry out the order: building, delivering and maintaining the automation described in it (the "Purpose").

2. Confidential information. Confidential information is all non-public information that a Party shares with the other in connection with the Purpose, in any form, including business processes, customer and supplier data, prices, login details, source files, workflows and the content of the order and its messages. It does not include information that (a) is or becomes public without a breach of this Agreement, (b) the receiving Party already had lawfully and without a duty of confidentiality, (c) the receiving Party receives lawfully from a third party without a duty of confidentiality, or (d) the receiving Party developed independently.

3. Obligations. The receiving Party (a) uses confidential information only for the Purpose, (b) does not disclose it to anyone other than people who need it for the Purpose and are bound by equivalent confidentiality, (c) protects it with at least reasonable care, and (d) informs the other Party without delay of any unauthorised use or disclosure it becomes aware of.

4. Access and credentials. Login details and access the Client provides are used only for the Purpose, are not shared, and are not kept longer than needed. The Seller asks the Client to revoke or change access when the work is done.

5. Legal disclosure. A Party may disclose confidential information where the law or a competent authority requires it, after informing the other Party where allowed.

6. Return and deletion. On request, and in any case when the order and any maintenance have ended, the receiving Party deletes or returns the confidential information, except copies it must keep by law.

7. Duration. This Agreement applies from the moment the order is placed. The obligations continue for three (3) years after the order and any maintenance have ended, and indefinitely for trade secrets and personal data.

8. No other rights. This Agreement grants no licence or other rights in the confidential information beyond what is needed for the Purpose. Ownership of the delivered work is governed by the Busyzero terms and the order.

9. Busyzero. Busyzero is not a party to this Agreement, but the Parties agree that Busyzero may read order messages and files where needed to provide its services, resolve disputes or comply with the law.

10. Law and disputes. Dutch law applies. Disputes are submitted to the competent court in Amsterdam, without prejudice to the Busyzero dispute process.

Accepted electronically by both Parties through Busyzero on the dates shown below.