Corvus Cybersecurity — Mutual Non-Disclosure Agreement
This Agreement is entered into as of the date last signed below.
1. Parties
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into between Corvus Cybersecurity, a brand of D Shaw Consulting & Training, Inc. (“Corvus”) and the undersigned party (“Recipient”). Each is referred to individually as a “Party” and collectively as the “Parties.”
2. Purpose
The Parties wish to explore a potential business relationship concerning cybersecurity services, assessments, advisory engagements, or related matters (the “Purpose”). In connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other.
3. Confidential Information
“Confidential Information” means any non-public information disclosed by one Party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential. This includes: business plans, financial data, security assessments, vulnerability information, proprietary methodologies, client lists, pricing, and personnel information.
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s information.
4. Obligations
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence using no less than reasonable care; (b) use Confidential Information solely for the Purpose; (c) limit disclosure to employees or advisors who need to know and are bound by equivalent obligations; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure.
5. Term
This Agreement is effective as of the date last signed and remains in effect for two (2) years. Confidentiality obligations survive termination for an additional three (3) years.
6. Return or Destruction
Upon request or termination, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so.
7. Required Disclosure
If required by law or court order to disclose Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party prior to disclosure so that appropriate protective measures may be sought.
8. No License
Nothing in this Agreement grants any license, right, or interest in any Confidential Information or intellectual property of the Disclosing Party beyond the limited right to use it for the Purpose.
9. Remedies
The Parties acknowledge that breach may cause irreparable harm for which monetary damages would be inadequate. Each Party is entitled to seek injunctive or equitable relief without posting bond, in addition to all other available remedies.
10. General Provisions
(a) Governing Law. This Agreement is governed by the laws of the State of California.
(b) Entire Agreement. This Agreement supersedes all prior discussions on this subject.
(c) Amendment. Amendments require written agreement signed by both Parties.
(d) Severability. If any provision is unenforceable, the remainder continues in full force.
(e) Counterparts. Electronic signatures are valid and binding.
(f) No Waiver. Failure to enforce any provision is not a waiver of that right.
11. Signatures
D Shaw Consulting & Training, Inc. dba Corvus Cybersecurity
Signature: ___________________________________
Printed Name: ________________________________
Title: _______________________________________
Date: ________________________________________
[Other Party Name]
Signature: ___________________________________
Printed Name: ________________________________
Title: _______________________________________
Date: ________________________________________
This document is provided as a template. Corvus Cybersecurity recommends review by qualified legal counsel before use in negotiations.