Vendor NDA template.

Purpose

Redactorr is considering engaging the Vendor for {{PURPOSE}}(“Purpose”). In connection with the Purpose, Redactorr may disclose confidential information to the Vendor. This Agreement governs the Vendor's obligations in relation to that information.

Confidential Information

2.1 Definition.“Confidential Information” means any information disclosed by Redactorr to the Vendor, whether disclosed orally, in writing, electronically, or by any other means, that: (a) is designated as confidential at the time of disclosure; or (b) a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2.2 Examples. Confidential Information includes, without limitation: product roadmaps, technical architecture, source code, detection methodology, business plans, financial information, customer data, pricing strategy, and personnel information.

2.3 Exclusions. Confidential Information does not include information that:

• is or becomes publicly known through no breach of this Agreement by the Vendor
• was already known to the Vendor before disclosure, as evidenced by written records predating the disclosure
• is independently developed by the Vendor without use of or reference to Redactorr's Confidential Information
• is received from a third party who is not under a confidentiality obligation to Redactorr with respect to such information
• is required to be disclosed by law, court order, or a binding direction of a government authority, provided the Vendor gives Redactorr reasonable prior written notice where permitted by law

Obligations of the Vendor

3.1 Confidentiality. The Vendor will:

• keep all Confidential Information strictly confidential
• not disclose it to any third party without Redactorr's prior written consent
• use it only for the Purpose
• protect it using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no case less than reasonable care

3.2 Permitted disclosures. The Vendor may disclose Confidential Information to its directors, officers, employees, and contractors who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as those in this Agreement. The Vendor is responsible for any breach by those persons.

3.3 No reverse engineering or competitive use. The Vendor will not use Confidential Information to develop a competing product or service, or to reverse engineer any aspect of the Redactorr platform, except using information that falls within the exclusions in Section 2.3 or general skills, knowledge, and experience the Vendor retains.

Term and Duration

4.1 Term. This Agreement commences on the Effective Date and continues for {{TERM - e.g., "24 months"}}, unless terminated earlier by Redactorr on 14 days' written notice.

4.2 Confidentiality tail.The Vendor's obligations of confidentiality continue for {{TAIL - e.g., "5 years"}} following the date of each disclosure, regardless of when the Term ends.

Return and Destruction of Information

Within 10 business days of a written request by Redactorr, or the end of the Term or earlier termination of this Agreement, the Vendor will, at Redactorr's election, either return all tangible and electronic materials containing Confidential Information, or destroy them and certify destruction in writing. The Vendor may retain one archival copy solely for compliance verification purposes.

No Licence or Other Rights

Nothing in this Agreement grants the Vendor any licence to Redactorr's intellectual property, or any other rights in Redactorr's Confidential Information beyond the right to use it for the Purpose. All Confidential Information remains the exclusive property of Redactorr.

No Warranty

Redactorr discloses Confidential Information “as is” and makes no representation or warranty regarding its accuracy, completeness, or fitness for any particular purpose.

Remedies

The Vendor acknowledges that breach of this Agreement may cause Redactorr irreparable harm for which monetary damages would be an inadequate remedy. Redactorr is entitled to seek injunctive or other equitable relief for any actual or threatened breach, in addition to any other remedies available at law or in equity.

General

9.1 Entire agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions and agreements relating to confidentiality.

9.2 Amendments. This Agreement may only be amended by a written document signed by both Parties.

9.3 Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions continue in full force.

9.4 No waiver. Failure to enforce any provision is not a waiver of the right to enforce it in the future.

9.5 Assignment.The Vendor may not assign this Agreement without Redactorr's prior written consent. Redactorr may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Governing Law and Jurisdiction

This Agreement is governed by the laws of {{JURISDICTION}}. The Parties submit to the exclusive jurisdiction of the courts of {{JURISDICTION}} for any dispute arising out of or in connection with this Agreement.

Signatures