Mutual Non-Disclosure Agreement

This is a mutual NDA template for use between HRGuru and a counterparty (e.g. a prospective client or partner) when exchanging confidential business information. It is not a substitute for the DPA: personal data is governed by the Data Processing Agreement, not this NDA.

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on [DATE] between Viktor Razhev, Moldova ("HRGuru"), and [COUNTERPARTY NAME], [ADDRESS], registration [NUMBER] (the "Counterparty"), each a "Party" and together the "Parties".

1. Purpose

The Parties wish to explore and potentially pursue a business relationship (the "Purpose") and, for that Purpose, may disclose to each other certain confidential information. This Agreement governs the protection and use of that information.

2. Definitions

• Confidential Information — any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), in any form, that is marked or reasonably understood to be confidential, including business plans, pricing, product roadmaps, technical information, customer and candidate information, financials, and the existence and terms of discussions between the Parties.
• Representatives — a Party's employees, officers, directors, professional advisers and contractors who need to know the Confidential Information for the Purpose and are bound by confidentiality obligations no less protective than this Agreement.

3. Confidentiality obligations

• The Receiving Party will use Confidential Information solely for the Purpose.
• The Receiving Party will protect it with at least the degree of care it uses for its own confidential information, and no less than reasonable care.
• The Receiving Party will disclose it only to its Representatives on a need-to-know basis and remains responsible for their compliance.
• The Receiving Party will not disclose it to any third party without the Disclosing Party's prior written consent.

4. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: is or becomes publicly available without breach of this Agreement; was lawfully known to it without confidentiality obligation before disclosure; is lawfully received from a third party without confidentiality obligation; or is independently developed without use of the Confidential Information.

5. Compelled disclosure

If the Receiving Party is required by law, regulation or court order to disclose Confidential Information, it may do so to the extent required, provided that (where lawful) it gives the Disclosing Party prompt notice so the Disclosing Party may seek a protective order, and discloses only the portion legally required.

6. Personal data

This Agreement governs business Confidential Information. Any processing of personal data is governed exclusively by the Parties' Data Processing Agreement (DPA) and applicable Data Protection Law; nothing in this Agreement authorises the processing of personal data outside the DPA.

7. No licence; no warranty

No licence or intellectual-property right is granted by disclosure. Confidential Information is provided "as is", without warranty as to accuracy or completeness. Each Party retains ownership of its own Confidential Information.

8. Return or destruction

On the Disclosing Party's written request or on termination, the Receiving Party will return or destroy the Confidential Information and any copies, except (a) one archival copy for legal-compliance purposes and (b) routine backups, which remain subject to confidentiality until deleted in the ordinary course.

9. Term and survival

This Agreement takes effect on the date above and continues for [2 years], unless terminated earlier on [30 days'] written notice. Confidentiality obligations survive termination for [3 years] from the date of disclosure (or, for trade secrets, for as long as the information remains a trade secret under applicable law).

10. Remedies

The Parties acknowledge that unauthorised disclosure may cause irreparable harm for which monetary damages may be inadequate, and that the Disclosing Party may seek injunctive relief in addition to any other remedy available at law.

11. General

• No partnership, joint venture or obligation to proceed with the Purpose is created by this Agreement.
• This Agreement is the entire agreement on its subject matter and supersedes prior discussions.
• Neither Party may assign it without the other's written consent, except to a successor in interest.
• If any provision is unenforceable, the remainder stays in effect.
• Amendments must be in writing and signed by both Parties.

12. Governing law and jurisdiction

This Agreement is governed by the laws of Moldova, and the competent courts of Moldova have exclusive jurisdiction, consistent with the Terms of Service. Where the Parties agree otherwise in a signed document, that choice prevails.

13. Signatures

Viktor Razhev: Name / title / date / signature [Counterparty]: Name / title / date / signature

Legal review required: complete the [bracketed] term, notice and survival periods and the party details, and have counsel confirm before signature.