Mutual Non-Disclosure Agreement

Version 1.1 - Effective date: 2026-03-16

1. Parties

This Agreement is entered into between:

Permalink, operated by Valentin Beck ("Consultant"),
and
The Client, being the individual or organization engaging in discussions or receiving services ("Client").

2. Purpose

The parties may disclose certain confidential or proprietary information for the purpose of evaluating, discussing, or performing infrastructure, systems administration, or related professional services ("Purpose").

3. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either party, whether oral, written, electronic, or otherwise, that a reasonable person would consider confidential given the nature of the information and the context of disclosure.

This may include, but is not limited to: system architectures, configurations, credentials, internal documentation, security practices, business operations, and technical designs.

Definitions

For purposes of this Agreement:
"Disclosing Party" means the party providing Confidential Information.
"Receiving Party" means the party receiving Confidential Information.
"Representatives" means employees, contractors, agents, or advisors of a party who need access to Confidential Information for the Purpose.

4. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement;
• Was known to the receiving party prior to disclosure;
• Is independently developed without use of the Confidential Information;
• Is lawfully obtained from a third party without restriction.

5. Obligations of Confidentiality

Each party agrees to:

• Use Confidential Information solely for the stated Purpose;
• Protect Confidential Information using security measures at least equivalent to those applied to its own most sensitive information, including access controls, encryption, monitoring, and audit logging;
• Limit disclosure to individuals with a legitimate need to know, including employees, consultants, or agents bound by equivalent confidentiality obligations;
• Not use Confidential Information to compete with, solicit, or circumvent the other party in relation to its business, employees, clients, or opportunities;
• Maintain reasonable records of individuals granted access to Confidential Information. Upon reasonable request, the receiving party shall confirm compliance with the confidentiality obligations of this Agreement.

6. Security Incidents and Unauthorized Access

If either party becomes aware of any unauthorized access, disclosure, or potential compromise involving Confidential Information, that party shall notify the other without undue delay and take reasonable steps to mitigate further exposure.
Both parties shall cooperate in good faith to investigate the incident, limit its impact, and restore appropriate protections for the affected information.

7. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months thereafter, neither party shall knowingly solicit for employment or engagement any employee or contractor directly introduced through the exchange of Confidential Information, without prior written consent.

8. Remedies and Liquidated Damages

Any unauthorized disclosure or use of Confidential Information may cause irreparable harm. The injured party is entitled to seek injunctive relief, specific performance, and damages to the fullest extent permitted by law.

If a party breaches this Agreement, the breaching party agrees to pay liquidated damages of up to €10,000 per proven material breach, without prejudice to additional remedies, including actual damages, available under law. This amount is a genuine pre-estimate of harm and not punitive, subject to adjustment if deemed manifestly disproportionate by a competent court.

9. Residual Knowledge and Trade Secrets

Nothing in this Agreement prevents either party from using general knowledge, skills, or experience retained in unaided human memory, provided that such use does not allow identification, reconstruction, or use of the other party’s Confidential Information in an identifiable or proprietary form.

Note: Trade secrets, as defined under French law (secret des affaires, Articles L151-1 et seq., Code de commerce), survive indefinitely. Confidentiality obligations for trade secrets remain enforceable even after other NDA terms expire.

10. Permitted Disclosure

Confidential Information may be disclosed if required by law, regulation, or court order, provided that the disclosing party is notified in advance where legally permissible.

11. No License or Ownership Transfer

This Agreement does not grant any license, ownership, or intellectual property rights to either party, except the limited right to use Confidential Information for the stated Purpose.

12. No Obligation to Proceed

This Agreement does not obligate either party to proceed with any transaction, engagement, or ongoing relationship. Either party may discontinue discussions at any time.

13. No Warranty

All Confidential Information is provided "as is." Neither party makes any representation or warranty regarding the accuracy or completeness of such information.

14. Limitation of Liability

Except for breaches of confidentiality obligations or intentional misconduct, neither party shall be liable for any indirect, incidental, or consequential damages arising from this Agreement, even if advised of the possibility of such damages.

15. Data Protection

Any personal data included in Confidential Information shall be processed securely, in compliance with GDPR (EU 2016/679). Access shall be limited to authorized personnel only. View Privacy Policy →

16. Term and Survival

This Agreement shall remain in effect with respect to each item of Confidential Information for a period of three (3) years from the date of disclosure. Obligations regarding trade secrets or intellectual property, as defined under French law, survive indefinitely.

17. Return, Destruction, and Audit

Upon written request, all Confidential Information, including copies, derivations, and any electronic or cloud-stored versions, shall be returned or securely destroyed within 10 business days, except where retention is required by law or regulation.

If the Confidential Information includes personal data, the receiving party shall ensure that its return or destruction complies with applicable data protection laws, including GDPR (EU 2016/679).

The receiving party shall certify in writing that all Confidential Information has been returned or destroyed. The disclosing party may conduct a reasonable audit, with prior notice, to verify compliance.

18. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the French Republic, including but not limited to:

• French Civil Code (Code civil) on contractual obligations;
• French Commercial Code (Code de commerce), specifically the provisions on trade secrets (secret des affaires, Articles L151-1 et seq.);
• French Penal Code (Code pénal), specifically professional confidentiality obligations (secret professionnel, Article 226-13)
  
• Applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679, with respect to any personal data processed.

Any dispute arising from or in connection with this Agreement, including its validity, interpretation, or breach, shall be subject to the exclusive jurisdiction of the competent courts in France. Failure to enforce any provision does not constitute a waiver, and if any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. Notices

All notices under this Agreement must be in writing and sent to the parties at their respective addresses by email, registered mail, or courier. Notices are effective upon receipt.

20. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding confidentiality and supersedes all prior discussions or agreements on this subject.

21. Amendments

No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

22. Execution

This Agreement may be executed in counterparts, including electronically or by scanned signatures, each of which shall be deemed an original. Electronic signatures shall have the same legal effect as handwritten signatures under applicable law.

Ready to discuss your systems securely?

Get in Touch →