SOFTMAYA – NON-DISCLOSURE AGREEMENT (NDA)

Version: v1.0
Effective Date: [Auto-filled on acceptance]

This Non-Disclosure Agreement ("Agreement") is entered into by and between:

Softmaya ("Disclosing Party"), and
the undersigned individual or entity ("Receiving Party"), as identified in the acceptance form.

By clicking "I Agree / Accept" (or equivalent) electronically, the Receiving Party acknowledges that they have read, understood, and agreed to be bound by this Agreement.

1. Purpose

The purpose of this Agreement is to enable discussions and evaluation of a potential business relationship between the parties, during which Softmaya may disclose Confidential Information to the Receiving Party.

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by Softmaya, whether in written, oral, visual, electronic, or any other form, including but not limited to:

pricing, fees, cost tables, commission structures

product and service information, specifications, roadmaps

APIs, documentation, technical architecture, code samples

business models, strategies, commercial terms

customer, partner, supplier and operational information

access credentials, demo environments, access codes

Confidential Information also includes any analyses, notes, compilations, or derivatives created by the Receiving Party that contain or reflect Confidential Information.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

a) use Confidential Information solely for evaluation and business discussion purposes;
b) keep Confidential Information strictly confidential and not disclose it to any third party;
c) restrict access to Confidential Information to its employees/agents who have a strict need-to-know and are bound by confidentiality obligations at least as protective as this Agreement;
d) not copy, reproduce, publish, distribute, or make Confidential Information available in any form, except as necessary for the permitted purpose;
e) apply reasonable security measures to prevent unauthorized access, disclosure, or misuse.

4. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

a) is or becomes publicly available through no breach of this Agreement;
b) was lawfully known by the Receiving Party prior to disclosure by Softmaya;
c) is lawfully received from a third party without restriction;
d) is independently developed by the Receiving Party without reference to Confidential Information.

5. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall (to the extent legally permitted) promptly notify Softmaya in advance and cooperate with Softmaya in seeking protective measures. The Receiving Party may disclose only the minimum portion legally required.

6. Document Upload and Verification (Company / Individual)

To access certain confidential materials (including pricing), the Receiving Party agrees to provide basic verification documents via the application form:

If Company:

company registration / trade registry extract (or equivalent), and

authorized signatory identification (passport/ID)

If Individual:

passport copy

These documents are collected solely for verification, compliance, and record-keeping purposes.

7. Term and Survival

This Agreement becomes effective on the acceptance date and remains in effect for 24 (twenty-four) months. The confidentiality obligations shall survive termination for the same period from the acceptance date, unless extended by written agreement.

8. No License / No Transfer of Rights

All Confidential Information remains the property of Softmaya. No license or other rights are granted to the Receiving Party by disclosure of Confidential Information, except the limited right to use it for the permitted purpose.

9. Return / Destruction

Upon Softmaya's request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, including copies, except where retention is required by law.

10. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use may cause irreparable harm to Softmaya. Softmaya is entitled to seek injunctive relief and any other remedies available under law or equity, in addition to damages.

11. No Obligation to Proceed

Nothing in this Agreement obligates either party to proceed with any transaction or relationship. Any business relationship will be subject to separate written agreements.

12. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of [Choose: England & Wales / Greece / other].
Any disputes shall be subject to the exclusive jurisdiction of the courts of [Choose jurisdiction].

13. Electronic Acceptance

The Receiving Party agrees that electronic acceptance (checkbox/click-wrap) constitutes a valid and binding signature.

Acceptance Statement (checkbox text)

"I have read, understood, and agree to the Softmaya Non-Disclosure Agreement."