Mutual Non-Disclosure Agreement

0.Parties & Effective Date

This Mutual Non-Disclosure Agreement ("NDA") is entered into on [Effective Date] by and between:

Each a "Party", together the "Parties".

1.Purpose

The Parties wish to share confidential information for the limited purpose of evaluating a potential commercial relationship under which Party A would provide its "Outsor" partner-management software service to Party B (the "Purpose").

2.Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") in connection with the Purpose, whether marked confidential or reasonably understood as such from the context, including:

• technical information (product architecture, AI models used, security controls, roadmap);
• commercial information (pricing, customer lists, partnership structures, financial figures);
• operational information (workflow metrics, recruitment KPIs, partner-agency identities);
• any information about candidates or workers shared as illustrative examples during the discussions.

Confidential Information does not include information that the Recipient can demonstrate was (a) already known to it without confidentiality obligation prior to disclosure, (b) lawfully received from a third party without confidentiality obligation, (c) independently developed without use of the Discloser's Confidential Information, or (d) publicly available through no fault of the Recipient.

3.Obligations of the Recipient

The Recipient will:

• use Confidential Information solely for the Purpose;
• protect Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, and no less than a reasonable standard of care;
• disclose Confidential Information only to its employees, advisors and contractors who have a need to know it for the Purpose and who are bound by confidentiality obligations no less protective than this NDA;
• not reverse-engineer, decompile or attempt to derive source code from any software demonstrated under this NDA;
• promptly notify the Discloser on becoming aware of any unauthorised use or disclosure of Confidential Information.

4.Compelled disclosure

If the Recipient is legally compelled (by subpoena, regulator request or court order) to disclose Confidential Information, it will (where lawful) give the Discloser prompt prior notice so the Discloser may seek a protective order, and will disclose only the portion of Confidential Information that is legally required.

5.Personal data

The Parties acknowledge that, where Confidential Information includes Personal Data (as defined by GDPR), each Party remains a separate Data Controller for any such Personal Data it brings into the discussions, and no processor relationship is created by this NDA. The Parties will minimise the sharing of Personal Data and will instead use anonymised or aggregated examples wherever possible.

6.Term

This NDA takes effect on the Effective Date and continues for the duration of the Parties' discussions and for a period of two (2) years after the last disclosure of Confidential Information. Obligations regarding trade secrets continue for as long as such information remains a trade secret under applicable law.

Either Party may terminate this NDA at any time on written notice (email to the contacts in §0 suffices). Termination does not affect Confidential Information already disclosed: the obligations in §3 continue for the full term defined above.

7.No licence, no obligation to contract

No licence to any Confidential Information, intellectual property right or other right is granted by this NDA, expressly or by implication. This NDA does not commit either Party to enter into any further agreement or business relationship.

8.Return or destruction

On the Discloser's written request, the Recipient will, within ten (10) business days, return or destroy all Confidential Information in its possession (including copies and electronic versions) and confirm completion in writing. The Recipient may retain Confidential Information to the extent required by law or its standard backup policies, provided that those retained copies remain subject to this NDA.

9.Remedies

The Parties acknowledge that breach of this NDA may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching Party is therefore entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

10.Governing law & jurisdiction

This NDA is governed by the laws of Poland; the courts of Lublin, Poland have exclusive jurisdiction over disputes arising out of or in connection with it. Where Party B is established in the Netherlands and both Parties so agree in writing, the laws of the Netherlands apply and the courts of Amsterdam have exclusive jurisdiction.

11.General

• Entire agreement — This NDA is the entire agreement between the Parties on confidentiality of pre-contract discussions and supersedes any prior NDA on this subject.
• Amendments — Effective only if in writing and signed by both Parties.
• Counterparts & e-signature — May be signed in counterparts and by electronic signature (including exchange of signed PDFs by email).