Mutual Non-Disclosure Agreement
FRAUD PREVENTION & PAYMENTS CONSULTING ENGAGEMENT
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
Orcly [INSERT FULL LEGAL ENTITY NAME], a [jurisdiction] [entity type] with its registered office at [registered address] (“Orcly”); and
[COMPANY X — INSERT FULL LEGAL ENTITY NAME], a [jurisdiction] [entity type] with its registered office at [registered address] (“Counterparty”),
each a “Party” and together the “Parties.”
1. PURPOSE
1.1
The Parties wish to explore, discuss, and potentially enter into a business relationship under which Orcly would provide fraud prevention, chargeback management, payments integration, fraud audit, fraud-as-a-service, and/or fraud orchestration consulting services to Counterparty (the “Purpose”). In connection with the Purpose, each Party may disclose to the other certain non-public, proprietary, or confidential information.
2. CONFIDENTIAL INFORMATION
2.1
“Confidential Information” means any non-public information disclosed by either Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation:
- Business plans, strategies, financial information, and pricing
- Fraud detection models, rules, thresholds, and risk-scoring methodologies
- Transaction data, chargeback data, and payment processing metrics
- Technical information, systems, security practices, and vendor relationships
- The existence, contents, and status of discussions between the Parties
2.2
Confidential Information does not include information that the Receiving Party can demonstrate: (a) was already lawfully known to it without restriction prior to disclosure; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is independently developed without use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without breach of any confidentiality obligation.
3. OBLIGATIONS OF THE RECEIVING PARTY
3.1
The Receiving Party shall: (a) use Confidential Information solely in connection with the Purpose; (b) not disclose Confidential Information to any third party except to employees, officers, and professional advisors who need to know it and are bound by equivalent confidentiality obligations; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care.
3.2
Neither Party shall reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the other Party’s Confidential Information.
3.3
If required by law or court order to disclose Confidential Information, the Receiving Party may do so provided it gives the Disclosing Party prompt written notice where legally permitted, so the Disclosing Party may seek appropriate relief.
4. NO LICENSE; NO OBLIGATION
4.1
Nothing in this Agreement grants either Party any right, title, license, or interest in the other Party’s Confidential Information, except the limited right to use it for the Purpose.
4.2
Nothing in this Agreement obligates either Party to disclose any information, proceed with any transaction, or enter into any further agreement.
5. TERM AND SURVIVAL
5.1
This Agreement is effective as of the Effective Date and continues for two (2) years unless terminated earlier by either Party on thirty (30) days’ written notice.
5.2
Confidentiality obligations survive termination for five (5) years from the date of disclosure, except that obligations relating to trade secrets survive for as long as the information remains a trade secret under applicable law.
6. RETURN OR DESTRUCTION OF MATERIALS
6.1
Upon written request or termination of discussions, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction if requested. One archival copy may be retained solely as required by law or bona fide internal record-keeping policy, subject to continuing confidentiality obligations.
7. REMEDIES
7.1
Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive or other equitable relief without the need to post a bond.
8. GOVERNING LAW AND DISPUTES
8.1
This Agreement is governed by the laws of [JURISDICTION], without regard to conflict of laws principles. The Parties submit to the [exclusive/non-exclusive] jurisdiction of the courts of [JURISDICTION] / [insert arbitration mechanism] for any dispute arising out of or relating to this Agreement.
9. GENERAL PROVISIONS
9.1
Entire Agreement. This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior discussions.
9.2
Amendment. This Agreement may only be amended in writing signed by both Parties.
9.3
Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.
9.4
Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
9.5
Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ORCLY [INSERT ENTITY NAME]
Signature
Name / Title
Date
[COMPANY X — INSERT ENTITY NAME]
Signature
Name / Title
Date