Mutual Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

HRGuru SRL × [COUNTERPARTY NAME]

STANDALONE CONTRACT — Do not publish on website

NDA TRIAGE: GREEN — Standard approval. No embedded non-competes. Personal data provisions present. US DTSA referenced. Suitable for: pilot discussions, commercial negotiations, integration planning.

1. Definition of Confidential Information

All information disclosed by either Party in any form, designated as confidential or reasonably understood to be confidential, including:

Business plans, financial data, pricing, commercial terms, customer lists

Technical architecture, source code, AI models, algorithms, API specifications

Personal data of employees, candidates, and customers (see Section 4)

Pilot deployment terms, integration specifications, security practices

Trade secrets as defined under applicable law, including US Defend Trade Secrets Act

Exclusions

Information publicly available through no breach of this Agreement

Information rightfully known before disclosure (evidenced in writing)

Information independently developed without use of Confidential Information

Information required by law / court order (with prior notice where permitted)

2. Obligations

Keep Confidential Information strictly confidential; at least same measures as own confidential data, minimum reasonable care

Disclose only to employees/contractors with need-to-know, bound by equivalent confidentiality

Use only for the Purpose stated above

Promptly notify of suspected or actual unauthorised disclosure

Not copy except as necessary for the Purpose

2a. AI and Intellectual Property Protection

Receiving Party acknowledges that HRGuru’s AI scoring system constitutes a valuable trade secret and proprietary technology. In addition to the obligations in Section 2, Receiving Party specifically agrees that it shall not:

Attempt to reverse-engineer, decompile, derive, or reconstruct HRGuru’s AI prompts, scoring models, weighting algorithms, or evaluator logic, whether through technical means, systematic output analysis, or otherwise;

Use AI scoring outputs, evaluation results, or platform analytics obtained during evaluation or pilot to train, fine-tune, benchmark, or inform the development of any competing automated employment decision tool or AI recruitment system;

Disclose AI scoring methodology, evaluator breakdowns, prompt structures, or scoring results to HRGuru’s competitors or for competitive intelligence purposes;

Retain copies of AI-generated scoring outputs, evaluator profiles, or platform configuration data after termination of this Agreement or any related pilot deployment.

AI IP protection rationale: HRGuru’s scoring prompts, evaluator weights, and AI configuration represent substantial R&D investment and constitute trade secrets under applicable law including the US Defend Trade Secrets Act (Section 3). Breach of this section entitles HRGuru to seek injunctive relief without bond in addition to damages.

3. US Supplement — Defend Trade Secrets Act

For US parties: This Agreement incorporates the US Defend Trade Secrets Act of 2016 (DTSA), 18 U.S.C. § 1836 et seq. Trade secrets are protected under both this Agreement and DTSA. Immunity: disclosure of trade secrets to government officials or attorneys in the course of reporting or investigating a suspected violation of law is permitted without breach of this Agreement.

4. Personal Data Provisions (GDPR / Moldova / Ukraine)

Parties acknowledge Confidential Information may include personal data. Additional obligations:

Personal data processed only for the Purpose under this Agreement

Processed in compliance with applicable data protection law in Receiving Party's jurisdiction

Protected with appropriate technical and organisational security measures

Deleted or returned upon Agreement termination (personal data within 14 days)

If HRGuru processes personal data on behalf of the other Party, a DPA must be executed separately

GDPR Art. 28 compliance: This NDA addresses personal data confidentiality. However, it does not substitute for a Data Processing Agreement where HRGuru acts as Processor. Execute DPA (Document D) separately.

5. Term and Termination

Initial term: 2 years from Effective Date

Either party may terminate on 30 days written notice

Confidentiality obligations survive for 3 years from each disclosure date

On termination: return or certifiably destroy all Confidential Information within 14 days; provide written confirmation

6. Remedies

Breach may cause irreparable harm for which damages are inadequate. Either Party may seek injunctive or equitable relief without posting bond, in addition to any other remedies.

7. Governing Law

This Agreement is governed by the laws of the Republic of Moldova. For US parties: additionally governed by applicable US federal law including DTSA. Disputes: 30-day negotiation, then courts of Chisinau or, for US parties, [State] courts / AAA arbitration.

8. Signatures

HRGuru SRL

[COUNTERPARTY NAME]

Authorised Signatory:

Authorised Signatory:

Name: _________________________

Name: _________________________

Title: __________________________

Title: __________________________

Date: __________________________

Date: __________________________

Signature: _____________________

Signature: _____________________