Mutual Non-Disclosure Agreement

(Mutual Non-Disclosure Agreement — hereinafter the „Agreement“)

The contracting parties

1. Jan Malatinský
Company ID: [to be filled in]
registered seat: [to be filled in]
doing business under the „DataNostro“ brand
contact: [email protected]
(hereinafter „DataNostro“)

2. [Name of the other party]
Company ID: [Company ID], VAT ID: [VAT ID]
registered seat: [adresa]
represented by: [name and position]
(hereinafter the „Client“)

(DataNostro and the Client together hereinafter the „Parties“ and each individually a „Party“)

Article 1 — Purpose and subject

1. The Parties will share information with each other in connection with assessing a cooperation in the area of managed server-side Google Tag Manager hosting (hereinafter the „Purpose“), in particular technical operating details, prices outside the published price list, planned features, data on sub-processors, and the security architecture.
2. The subject of this Agreement is the protection of the confidential information shared in this way.

Article 2 — Definition of confidential information

1. Confidential information means all information designated by a Party as „confidential“, „NDA“, or information whose confidential character follows from its nature. This includes in particular: business plans, financial data, technical specifications, source code, client lists, pen-test reports, DR plans, and contractual terms not stated in the public Terms.
2. Confidential information does not include information that:
   • was publicly known at the time of disclosure without a breach of this Agreement,
   • became publicly known after disclosure without a breach of this Agreement,
   • was already known to a Party before its disclosure by the other Party,
   • was disclosed to a Party by a third party entitled to disclose it,
   • was independently developed by a Party without using the other Party's confidential information.

Article 3 — Obligations of the Parties

1. The Parties undertake to keep the other Party's confidential information confidential.
2. Confidential information may be used only to fulfill the Purpose and only to the strictly necessary extent.
3. A Party may disclose confidential information to its employees, statutory bodies, and advisors (attorneys, auditors, IT consultants) only to the extent necessary for the Purpose and provided that these persons are bound by a similar duty of confidentiality.
4. The Parties must protect confidential information with at least the same care they use to protect their own trade secrets, but no less than the care of a prudent manager.

Article 4 — Duration

1. This Agreement takes effect on the day it is signed by both Parties and remains in force for three (3) years from the day of the last disclosure of confidential information.
2. The duty of confidentiality regarding a trade secret continues after this Agreement ends, for the entire existence of the trade secret under § 504 of the Civil Code.

Article 5 — Penalties

1. In the event of a breach of the duty of confidentiality under this Agreement, the breaching Party must pay the other Party a contractual penalty of CZK 50,000 for each individual instance of the breach.
2. Payment of the contractual penalty does not affect the right to compensation for damage caused by the breach of the duty of confidentiality.

Article 6 — Final provisions

1. This Agreement is governed by the law of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code.
2. Disputes arising from this Agreement will be resolved by the materially and locally competent court based on DataNostro's registered seat.
3. The Agreement may be changed only by written amendments signed by both Parties.
4. This Agreement is drawn up in two (2) counterparts, of which each Party receives one.
5. The Parties declare that they have read the Agreement before signing it, understood its content, and conclude it freely, seriously, and without duress.

In [place], on [datum]