Mutual Non-Disclosure Agreement (NDA)

Effective Date: 15.04.2025
Last Updated: 15.04.2025

This Mutual Non-Disclosure Agreement (NDA) (“Agreement”) is entered into as of the Effective Date by and between:

1. GetTarget Ltd. (“GetTarget”), a company registered in [Jurisdiction], with its principal place of business at [Address]; and

2. [Client’s Business Name] (“Client”), a company registered in [Jurisdiction], with its principal place of business at [Client’s Address].

Each party may disclose Confidential Information to the other party, and both parties agree to be bound by the confidentiality obligations set forth in this Agreement.
GetTarget and the Client may individually be referred to as a “Party”, and collectively as the “Parties”.

Summary of Key NDA Commitments

  • Both Parties are bound by strict confidentiality obligations for all sensitive data.
  • Subcontractors handling confidential data must be bound by similar agreements.
  • Covers confidential AI models, business data, and marketplace insights from both Parties.
  • Obligates both GetTarget and the Client to protect each other’s sensitive business information.
  • AI-powered data processing must comply with GDPR, CCPA, and applicable laws.
  • Confidentiality obligations remain indefinitely, even after the business relationship ends.
  • Disclosing proprietary knowledge without authorisation may result in legal action.
  • Disputes are resolved under the governing law of England and Wales

1. Purpose

The Parties intend to explore and engage in a business relationship involving AI-powered e-commerce solutions, including but not limited to:

  • AI-driven pricing optimisation and automation,
  • Product listing and marketplace strategy,
  • Advertising campaign management,
  • Inventory forecasting and supply chain recommendations,
  • Market research and competitive analysis.

In the course of this relationship, both Parties may disclose certain confidential, proprietary, or sensitive business information. This NDA defines the terms and obligations for safeguarding such information. This NDA applies to all confidential information shared by either Party, whether provided before or after the Effective Date.

2. Definition of Confidential Information

The Parties acknowledge that Confidential Information may include oral, written, electronic, or other formats. For the purpose of this Agreement, “Confidential Information” includes, but is not limited to:

2.1 Confidential Information of GetTarget

  • AI algorithms, models, automation tools, and proprietary technology related to e-commerce optimisation,
  • Software architecture, automation tools, and AI-driven pricing mechanisms,
  • Business strategy, internal financial reports, revenue models, and customer analytics,
  • Market insights, advertising methodologies, and performance tracking mechanisms,
  • Product development roadmaps, trade secrets, and company innovations,
  • Any Other Disclosed Information – any written, oral, electronic, or digital information marked as “Confidential” or that should be reasonably understood to be confidential.

2.2 Confidential Information of the Client

  • Internal business strategies, financial reports, and pricing policies,
  • Sales data, revenue projections, and profit margins,
  • Product sourcing, logistics, and supply chain management details,
  • Technical specifications of products and services,
  • Customer databases, order history, and marketplace performance data.
  • Any Other Disclosed Information – any written, oral, electronic, or digital information marked as “Confidential” or that should be reasonably understood to be confidential.

2.3 Exclusions from Confidential Information

Confidential Information does not include information that:

  • Is already publicly available at the time of disclosure, or later becomes publicly available without breaching this Agreement,
  • Is lawfully obtained from a third party without confidentiality obligations,
  • Is independently developed without reliance on the other Party’s Confidential Information,
  • Is required by law, regulation, or court order to be disclosed (provided that the affected Party is given reasonable prior notice).

3. Confidentiality Obligations of Both Parties

Each Party, as the Receiving Party, agrees to:

  • Maintain the strict confidentiality of the other Party’s Confidential Information,
  • Use the Confidential Information only for the purpose of the business relationship,
  • Restrict disclosure of the Confidential Information only to employees, contractors, or affiliates who have a legitimate business need and are bound by confidentiality obligations,
  • Apply at least the same degree of care as it does for its own confidential materials, but no less than a reasonable standard of protection,
  • Not disclose, reproduce, distribute, or share Confidential Information with any third party without prior written approval.

Both Parties must ensure that their employees and authorised representatives comply with these confidentiality obligations.

4. Subcontractors & Third-Party Service Providers

  • Each Party may engage subcontractors or third-party service providers to fulfil certain business functions.
  • If either Party needs to disclose Confidential Information to subcontractors, such disclosure shall be limited to what is strictly necessary for performing the assigned tasks.
  • The Party engaging subcontractors must ensure that such third parties are bound by written confidentiality agreements that provide the same level of protection as this NDA.
  • The Party engaging subcontractors remains fully responsible for any unauthorised disclosure or misuse of Confidential Information by the subcontractor.
  • Both Parties agree to maintain strict control over subcontractors handling sensitive business information.

5. Compliance with AI-Related Data Protection Laws (GDPR, CCPA, etc.)

If Confidential Information includes personal data, both Parties agree to comply with applicable data protection laws, including:

  • General Data Protection Regulation (GDPR) (EU & UK) – Protecting personal data of EU/UK users.
  • California Consumer Privacy Act (CCPA) (US) – Governing data collection and usage of California residents.
  • Other applicable national and international data protection laws.

The Parties agree to:

  • Use AI-driven data processing in compliance with privacy regulations.
  • Ensure data minimisation, limiting access to only what is necessary for service delivery.
  • Implement security measures to prevent unauthorised access, breaches, or misuse.
  • Provide data subjects with their rights (e.g., right to access, correct, or delete personal data).

Each Party remains responsible for ensuring that AI-powered solutions comply with applicable privacy and consumer protection laws.

6. Data Breach Notification

Each Party agrees to immediately notify the other Party in the event of a data breach involving Confidential Information. Failure to report a breach may result in liability under applicable laws. The notification shall include:

  • A description of the breach and affected data
  • The potential impact on the Confidential Information
  • Steps taken to mitigate risks and prevent further breaches

The Party responsible for the breach must take immediate corrective actions and cooperate in any required investigations. If applicable, the affected Party may be required to notify regulatory authorities in compliance with GDPR, CCPA, or other legal requirements.

7. AI Bias Mitigation & Ethical AI Use

The Parties acknowledge that AI-powered decision-making may introduce biases, and they agree to actively monitor and mitigate AI bias. AI models shall be trained using diverse datasets to minimise discriminatory practices. Each Party agrees to:

  • Implement fair and transparent AI-driven recommendations
  • Regularly audit AI-generated outputs to detect potential biases
  • Adjust AI algorithms if discriminatory patterns are identified

If any AI-driven recommendations are found to unfairly disadvantage certain groups or businesses, the Party responsible must correct the issue immediately.

8. Term & Retention of Confidential Information

  • This NDA is effective from the Effective Date and will remain in force for a period of [X] years unless terminated earlier by written agreement.
  • Confidentiality obligations continue indefinitely, even after the business relationship ends.
  • Upon termination of discussions or upon request, the Receiving Party must return or destroy all Confidential Information received from the Disclosing Party.
  • The Receiving Party must certify in writing that no Confidential Information has been retained beyond what is legally required.
  • Failure to delete or return Confidential Information after termination may result in legal action.

9. Ownership & No License

  • All Confidential Information remains the exclusive property of the Disclosing Party.
  • No rights, licenses, or ownership interests in the Confidential Information are transferred or implied under this Agreement.
  • Neither Party may use the Confidential Information to develop competing services, products, or AI models.
  • This NDA does not grant any intellectual property rights to either Party.

10. No Warranties & Limitations of Liability

  • Confidential Information is provided “as is,” without any warranties regarding its accuracy, completeness, or suitability for a particular purpose.
  • Neither Party makes any representations or assumes liability for how the other Party chooses to use the Confidential Information.
  • The Disclosing Party is not responsible for any business decisions made by the Receiving Party based on the Confidential Information.
  • Each Party assumes its own business risks when relying on the other Party’s Confidential Information.

11. Enforcement & Legal Remedies

  • The Parties agree that any unauthorised disclosure or misuse of Confidential Information may result in irreparable harm, for which monetary damages may be inadequate.
  • The Disclosing Party has the right to seek injunctive relief (court order stopping disclosure), damages, or both in the event of a breach.
  • The prevailing Party in any legal dispute shall be entitled to recover reasonable legal fees and enforcement costs.

12. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the UK.

Any disputes arising from this NDA shall be resolved first through good-faith negotiations. If unresolved, disputes shall be handled in the courts of [Jurisdiction].

13. Miscellaneous Provisions

  • No Partnership: This NDA does not create any joint venture, partnership, or employment relationship between the Parties.
  • No Waiver: A failure to enforce any provision shall not be considered a waiver of any rights under this NDA.
  • Severability: If any provision is found to be invalid, the remainder of the NDA shall still be enforceable.
  • Entire Agreement: This NDA constitutes the entire confidentiality agreement between the Parties, superseding any prior understandings.
  • Modifications: Any amendments to this NDA must be in writing and signed by both Parties.

14. Signatures & Execution

This Agreement shall become effective upon the signatures of the authorised representatives of both Parties.

GetTarget Ltd.
Name: [Authorised Representative]
Title: [Position]
Date: [Date]
Signature: _________________________

[Client’s Business Name]
Name: [Authorised Representative]
Title: [Position]
Date: [Date]
Signature: _________________________