Mutual Non-Disclosure Agreement

1. Purpose

The Parties wish to exchange information in connection with the scoping, performance and delivery of one or more intelligence, advisory or analytical engagements (the "Purpose"). Each Party may be a disclosing party ("Discloser") and a receiving party ("Recipient").

2. Confidential Information

Confidential Information means any information disclosed by a Discloser to a Recipient in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential, including: the existence, subject and scope of an engagement; documents, data, briefings and answers supplied by the Client; draft and final deliverables; and Tricellix analytical methods, scoring models, source lists and pricing.

Confidential Information does not include information that the Recipient can show (a) was public at the time of disclosure or later became public through no fault of the Recipient; (b) was lawfully in the Recipient's possession before disclosure without a duty of confidence; (c) was lawfully received from a third party without a duty of confidence; or (d) was independently developed without use of the Discloser's Confidential Information.

3. Obligations of the Recipient

• use Confidential Information only for the Purpose;
• not disclose it to anyone except its own officers, employees, contractors and professional advisers who need to know it for the Purpose and are bound by obligations at least as protective as this Agreement;
• protect it with at least the care it applies to its own confidential information, and no less than reasonable care;
• not reverse-engineer, decompile or attempt to derive the structure of any model, method or dataset disclosed;
• notify the Discloser promptly on becoming aware of any unauthorised use or disclosure, and cooperate to contain it.

4. Compelled disclosure

A Recipient may disclose Confidential Information to the extent required by law, regulation, court order or a competent authority, provided that, where lawful, it gives the Discloser prompt notice and reasonable assistance to seek protective treatment, and discloses only the minimum required.

5. Processing and sub-processors

Tricellix stores Client Confidential Information on access-controlled infrastructure hosted by the processors listed in its Privacy Policy. For engagements designated Tier 3 (Restricted) in the proposal, AI-assisted drafting tools are not applied to Client material unless the Client authorises it in writing. Personal data contained in Confidential Information is processed under the Privacy Policy and, where required, a separate data-processing agreement.

6. Return and destruction

On written request, or on completion or termination of the Purpose, each Recipient returns or securely destroys the Discloser's Confidential Information and confirms it has done so, except for copies retained (a) in routine backup systems until overwritten in the ordinary course, (b) as required by law or professional rules, or (c) in the case of Tricellix, the final deliverable and engagement record kept for the retention period stated in the Privacy Policy. Retained copies remain subject to this Agreement.

7. No licence, no warranty

Nothing in this Agreement transfers ownership of, or grants any licence to, Confidential Information beyond the limited right to use it for the Purpose. Confidential Information is provided "as is"; each Discloser is responsible for its own decisions made on the basis of information received. Nothing obliges either Party to enter into any further agreement.

8. Term

This Agreement applies to information disclosed from its effective date until the Purpose ends, and the obligations of confidentiality survive for 3 years after the last disclosure. Trade secrets remain protected for as long as they qualify as such under applicable law.

9. Remedies

Each Party acknowledges that unauthorised disclosure may cause harm for which damages alone would be inadequate, and that the Discloser may seek injunctive or other equitable relief in addition to any other remedy. Neither Party is liable under this Agreement for indirect or consequential loss.

10. General

• This Agreement is the entire agreement between the Parties on its subject and replaces any prior confidentiality undertakings for the Purpose; the Engagement Terms and Terms of Service continue to apply.
• Neither Party may assign this Agreement without the other's written consent, except to a successor to substantially all of its business.
• If any provision is unenforceable, the remainder continues in effect.
• Amendments must be in writing and accepted by both Parties; acceptance by email is sufficient.
• This Agreement is governed by the laws of the Republic of Estonia, and the courts of Harju County Court, Tallinn, Estonia have exclusive jurisdiction, subject to either Party's right to seek injunctive relief in any competent court.

11. Acceptance

The Client accepts this Agreement by ticking the acceptance box when submitting a proposal request that designates a Tier 2 or Tier 3 data regime, or by countersigning a copy. A countersigned PDF is available on request from contact@tricellix.com. Tricellix records the version accepted, the date and the accepting account.