Mutual nondisclosure agreement
The mutual nondisclosure agreement you accept for your company to read the SegAudit security pack: what is confidential, how long, and the venue.
This is version 0.4 of the mutual nondisclosure agreement for the SegAudit security pack.
1. Parties. This agreement is between SegAudit LLC, a Wisconsin limited liability company (“SegAudit”) and the company named in the access request (“Recipient’s company”), represented by the person who accepts it (“you”). By checking the box and submitting the request, you confirm that you are authorized to accept this agreement for your company.
2. Purpose. Each party may share information with the other to evaluate the security of SegAudit’s software and company, and whether to buy, renew or keep using SegAudit (the “Purpose”).
3. Confidential information. Confidential information means everything SegAudit makes available through the security pack, and anything either party shares with the other for the Purpose that is marked confidential or that a reasonable person would understand to be confidential. It does not include information that:
- is or becomes public through no fault of the receiving party;
- the receiving party already knew without a duty of confidentiality;
- the receiving party receives from a third party who may lawfully share it; or
- the receiving party develops independently without using the other party’s information.
4. Obligations. The receiving party will:
- use confidential information only for the Purpose;
- share it only with its employees, contractors and advisors who need it for the Purpose and are bound by confidentiality duties at least as protective as these;
- protect it with at least reasonable care; and
- not reverse engineer, benchmark for publication, or use it to build a competing product.
5. Required disclosure. If the law or a court requires the receiving party to disclose confidential information, it may do so after giving the other party prompt notice, where the law allows, so the other party can seek protection.
6. Watermarks and records. Security pack documents are stamped with your name, your company and an access reference. You will not remove the stamp. SegAudit keeps a record of your request, your acceptance of this agreement (including the version you accepted) and the documents you open, as described in the privacy policy.
7. Term. Access to the security pack lasts 30 days from each request. The duties in this agreement last three years from the last disclosure, and for as long as the information remains a trade secret under applicable law.
8. Return or deletion. On request, the receiving party will delete or return the other party’s confidential information, except copies kept under a routine backup or a legal retention duty, which stay subject to this agreement.
9. No license or warranty. Sharing information grants no license to any patent, copyright or other right, and no right to use information a person remembers from it (no “residuals”). Information is provided “as is”. Neither party has to enter into any further agreement.
10. Remedies. Unauthorized use or disclosure may cause harm that money cannot fully repair, so the disclosing party may seek injunctive relief in addition to any other remedy.
11. Existing agreements. If your company holds a SegAudit license, the confidentiality terms of the license agreement apply to the security pack and this agreement is not needed. If your company already has a signed nondisclosure agreement with SegAudit, that agreement controls where the two conflict.
12. Whistleblower notice. Nothing in this agreement stops anyone from reporting possible violations of law to a government agency, or from making disclosures the law protects. Under the Defend Trade Secrets Act (18 U.S.C. 1833(b)), an individual is not liable for disclosing a trade secret in confidence to a government official or a lawyer solely to report or investigate a suspected violation of law, or in a sealed court filing.
13. General. This agreement is governed by the laws of the State of Wisconsin, without regard to conflict-of-law rules. Subject to non-waivable home-court rights, the state courts located in Kenosha County, Wisconsin, and the United States District Court for the Eastern District of Wisconsin have exclusive jurisdiction. It is the entire agreement on its subject. It can be accepted electronically, and that acceptance is as binding as a signature.
Questions about this agreement go to legal@segaudit.com.
Last updated .