Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (“Agreement”) is made and entered into by and between:

Nexwinds Solutions Lda, located at Rua Engenheiro João Tallone, n.º 80, 4470-516 Maia, Porto, Portugal, (“Disclosing Party” or “Company”)

AND

[Client Name], located at [Client Address], (“Receiving Party” or “Client”)

Effective Date: [Date]

The Disclosing Party and the Receiving Party are collectively referred to as the “Parties” and individually as a “Party.”

1. Purpose

The Parties agree to exchange certain confidential and proprietary information (“Confidential Information”) for the purpose of evaluating or engaging in a business relationship, including, but not limited to, the development of websites, eCommerce platforms, software, IT services, and marketing strategies.

2. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” includes:

Any and all information disclosed by the Disclosing Party to the Receiving Party in any form (written, oral, electronic, or otherwise) that is marked or otherwise identified as “confidential” or “proprietary,” or that, under the circumstances, should reasonably be considered confidential.
Business strategies, technical data, client information, marketing strategies, software code, business processes, financial data, and any other proprietary information related to the Disclosing Party’s business operations.

Confidential Information does not include information that:

Was publicly available or in the public domain at the time of disclosure or becomes publicly available through no fault of the Receiving Party;
Was already known to the Receiving Party prior to disclosure;
Was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or
Was rightfully obtained from a third party who was not bound by confidentiality obligations.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

Confidentiality: Keep all Confidential Information strictly confidential and refrain from disclosing it to any third party without the prior written consent of the Disclosing Party.
Limitation of Use: Use the Confidential Information only for the purpose outlined in Section 1 (Purpose).
Protection: Take all reasonable precautions to protect the confidentiality of the Confidential Information, at least equivalent to the measures the Receiving Party takes to protect its own confidential information of a similar nature.
Non-Disclosure to Employees and Contractors: The Receiving Party may only disclose Confidential Information to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less stringent than those in this Agreement.

4. Duration of Confidentiality Obligations

The confidentiality obligations of the Receiving Party shall remain in effect for a period of [2-5 years] from the date of disclosure of the Confidential Information, or until such time as the Confidential Information becomes publicly available through no fault of the Receiving Party, whichever occurs first.

5. Return or Destruction of Confidential Information

Upon the termination of the business relationship or upon written request from the Disclosing Party, the Receiving Party agrees to return or destroy all Confidential Information provided, including any copies, notes, or summaries thereof.

6. No License

Nothing in this Agreement grants the Receiving Party any rights, title, or interest in or to the Confidential Information, except for the limited right to use such information solely for the purpose outlined in this Agreement.

7. No Obligation to Proceed

Nothing in this Agreement obligates either Party to proceed with any business transaction or relationship. Either Party may terminate discussions or negotiations at any time without liability.

8. Exclusions from Confidentiality Obligations

The Receiving Party’s confidentiality obligations will not apply to information that is:

Required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement and cooperates in seeking protective measures.

9. No Warranty

The Disclosing Party makes no representations or warranties regarding the accuracy, completeness, or usefulness of the Confidential Information.

10. Indemnity

The Receiving Party agrees to indemnify and hold harmless the Disclosing Party against any damages, losses, or costs arising from the unauthorized use or disclosure of the Confidential Information by the Receiving Party or its employees, contractors, or agents.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Portugal, without regard to its conflict of laws principles.

12. Dispute Resolution

Any disputes arising from or relating to this Agreement shall be resolved through mediation or, if necessary, arbitration in Porto, Portugal.

13. Entire Agreement

This Agreement represents the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior discussions, understandings, or agreements, whether written or oral, relating to the subject matter.

14. Amendments

This Agreement may only be amended or modified in writing and signed by both Parties.

15. Execution

By signing below, the Parties acknowledge that they have read, understood, and agreed to the terms of this Non-Disclosure Agreement.

For Nexwinds Solutions Lda (Disclosing Party)
Name: ___________________________
Title: ____________________________
Signature: ________________________
Date: _____________________________

For [Client Name] (Receiving Party)
Name: ___________________________
Title: ____________________________
Signature: ________________________
Date: _____________________________

This Non-Disclosure Agreement (NDA) outlines the confidentiality terms between the Parties involved. It protects the exchange of sensitive information during business relationships, ensuring that both parties are legally bound to keep the details confidential.