Non-Disclosure Agreement
Nibble Technology Limited — Trust Portal
This Non-Disclosure Agreement (the "Agreement") takes effect on the date the Receiving Party accepts it electronically (the "Effective Date"), and is made between:
(1) Nibble Technology Limited, a company incorporated in England and Wales (company number 12971396) whose registered office is at 5 Elstree Gate, Elstree Way, Borehamwood, WD6 1JD, United Kingdom, on behalf of itself and its Affiliates ("Nibble"); and
(2) the individual accepting this Agreement and the organisation on whose behalf that individual accepts it, on behalf of itself and its Affiliates (together, the "Receiving Party").
Each a "Party" and together the "Parties".
BACKGROUND
(A) Nibble makes certain security, compliance and technical documentation available through its trust portal (the "Portal").
(B) The Receiving Party wishes to access that documentation in order to conduct security, compliance or vendor due diligence on Nibble in connection with an existing or potential business relationship.
(C) Nibble is willing to provide that access on the terms of this Agreement.
1. Acceptance and authority
1.1 By clicking to accept, or by otherwise accessing the Portal or any Confidential Information, the Receiving Party agrees to be bound by this Agreement. Electronic acceptance has the same legal effect as a signature.
1.2 The individual accepting this Agreement warrants that they are authorised to bind the organisation they represent, and that organisation is bound accordingly.
1.3 The Receiving Party warrants that it is not a Competitor and is not acting on behalf of, or for the benefit of, a Competitor. Nibble may suspend or withdraw access at any time, for any reason, without liability.
2. Purpose
The Receiving Party may use the Confidential Information solely to evaluate Nibble's security, compliance and technical posture in connection with an existing or potential business relationship between the Parties (the "Purpose"), and for no other purpose.
3. Confidential Information
3.1 "Confidential Information" means all information disclosed by or on behalf of Nibble to the Receiving Party or its Representatives through the Portal or otherwise in connection with the Purpose, whether before or after the Effective Date, in any form and whether or not marked confidential, including:
(a) security audit reports, penetration test results, vulnerability assessments and remediation plans;
(b) ISO certification and other compliance and assurance documentation;
(c) security and operational policies, procedures and practices;
(d) system architecture, infrastructure diagrams, network topology, technical specifications, data flows and integration designs;
(e) information relating to Nibble's software, models, algorithms, prompts, workflows, agent logic, methods, templates, data structures and know-how, and the negotiation logic, decision-making sequences and interaction frameworks embedded in Nibble's products (together, the "Nibble Technology");
(f) data handling procedures, sub-processor lists, business continuity and incident response plans;
(g) commercial information, including pricing, customers and the identity of Nibble's customers;
(h) third-party confidential information included in or accessible through any of the above; and
(i) any other information that would reasonably be regarded as confidential given its nature or the circumstances of disclosure.
3.2 Confidential Information also includes all notes, analyses, extracts, summaries and other materials prepared by or for the Receiving Party that contain, are based on, or are derived from any Confidential Information.
3.3 The Receiving Party acknowledges that the Nibble Technology constitutes trade secrets of Nibble within the meaning of the Trade Secrets (Enforcement, etc.) Regulations 2018 and at common law, and that Nibble takes reasonable steps to keep it secret.
4. Obligations of the Receiving Party
The Receiving Party shall:
(a) keep the Confidential Information confidential and protect it with at least the degree of care it applies to its own confidential information of a similar nature, and in no event less than a reasonable degree of care;
(b) use the Confidential Information only for the Purpose;
(c) not disclose the Confidential Information to any person except to its Representatives who need to know it for the Purpose, who are informed of its confidential nature, and who are bound by written obligations of confidentiality no less protective than this Agreement;
(d) not copy or reproduce the Confidential Information except as strictly necessary for the Purpose, and not create derivative works from it;
(e) not reverse engineer, decompile, disassemble, design around, or otherwise attempt to derive the structure, logic or operation of any Nibble Technology, and not use the Confidential Information to develop or improve any product, service or offering of the Receiving Party or any third party;
(f) not remove or obscure any proprietary notice or legend;
(g) notify Nibble promptly in writing on becoming aware of any unauthorised use or disclosure, and cooperate with Nibble to limit the effect of it; and
(h) remain responsible for any breach of this Agreement by its Representatives as if it were its own breach.
5. Competitors
5.1 The Receiving Party shall not disclose any Confidential Information to, or permit access by, any Competitor, or any person engaged or retained by a Competitor, whether as an adviser, consultant, contractor or otherwise.
5.2 "Competitor" means any person that develops, markets or supplies, or is in the process of developing, software, artificial intelligence agents or services that compete with those developed, marketed or supplied by Nibble.
5.3 Any breach of this Clause 5 is a material breach of this Agreement.
6. Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate by documentary evidence:
(a) is or becomes publicly available other than through breach of this Agreement or any other obligation of confidentiality;
(b) was lawfully in its possession before disclosure by Nibble, free of any obligation of confidentiality;
(c) is lawfully received from a third party entitled to disclose it without restriction; or
(d) is independently developed by the Receiving Party without any use of or reference to the Confidential Information.
7. Disclosure required by law
7.1 The Receiving Party may disclose Confidential Information to the extent required by law, regulation or a court or regulator of competent jurisdiction.
7.2 Before doing so, it shall, to the extent lawfully permitted, give Nibble prompt written notice so that Nibble may seek a protective order or other remedy at its own cost, and shall provide reasonable assistance to Nibble in doing so at Nibble's cost.
7.3 Any disclosure shall be limited to the portion of the Confidential Information that is legally required, and the Receiving Party shall use reasonable endeavours to obtain confidential treatment for it.
8. Return and destruction
8.1 On Nibble's written request, or on expiry or termination of this Agreement, the Receiving Party shall promptly return or securely destroy all Confidential Information in its possession or control, and delete all electronic copies.
8.2 The Receiving Party may retain copies to the extent required by law, regulation or professional standards, or contained in routine electronic backups made in the ordinary course and not readily accessible for ordinary use. Any retained material remains subject to this Agreement for as long as it is retained.
8.3 The Receiving Party shall certify compliance with this Clause 8 in writing within ten (10) business days of a written request from Nibble.
9. No licence, no rights granted
All Confidential Information and all intellectual property rights in it remain the property of Nibble or its licensors. Nothing in this Agreement, and no disclosure made under it, grants or transfers to the Receiving Party any licence or right of any kind, other than the limited right to use the Confidential Information for the Purpose. That right is revocable at any time.
10. No warranty
The Confidential Information is provided "as is". Nibble makes no representation or warranty, express or implied, as to its accuracy or completeness, and shall have no liability arising from the Receiving Party's use of or reliance on it. Any reliance is at the Receiving Party's own risk. Nothing in this Clause limits liability for fraud or fraudulent misrepresentation.
11. No obligation
Nothing in this Agreement obliges either Party to disclose any particular information, to continue discussions, or to enter into any business relationship. Either Party may terminate discussions at any time.
12. Term and survival
12.1 This Agreement begins on the Effective Date and continues for three (3) years, unless terminated earlier by Nibble on written notice.
12.2 The obligations in this Agreement survive expiry or termination and continue in respect of each item of Confidential Information for five (5) years from the date it was disclosed.
12.3 Clause 12.2 does not apply to Confidential Information that constitutes a trade secret, including the Nibble Technology, in respect of which the obligations in this Agreement continue for so long as it remains a trade secret under applicable law.
13. Remedies
The Receiving Party acknowledges that damages alone may not be an adequate remedy for breach of this Agreement. Nibble is entitled to seek injunctive relief, specific performance and other equitable remedies, without the need to prove special damage, in addition to any other remedy available to it.
14. Data protection
The Parties do not intend that any personal data will be disclosed under this Agreement. If any personal data is disclosed, each Party shall comply with the UK GDPR and the Data Protection Act 2018 in respect of it, and the Receiving Party shall process it only as necessary for the Purpose.
15. General
15.1 Entire agreement. This Agreement is the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions and understandings in relation to it. Nothing in this Clause limits liability for fraud or fraudulent misrepresentation.
15.2 Variation. No variation is effective unless in writing and signed by both Parties.
15.3 Waiver. No failure or delay in exercising a right operates as a waiver of it, and no single or partial exercise prevents further exercise of that or any other right.
15.4 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
15.5 Assignment. The Receiving Party may not assign, transfer or subcontract any of its rights or obligations without Nibble's prior written consent. Nibble may assign or transfer this Agreement to an Affiliate, or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets.
15.6 Third party rights. Except for Nibble's Affiliates, who may enforce this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. The consent of any third party is not required to vary or rescind this Agreement.
15.7 Notices. Notices to the Receiving Party may be given to the email address provided on acceptance. Notices to Nibble must be sent to info@nibbletechnology.com and to its registered office. Notice by email is deemed given on the next business day after sending.
15.8 Affiliates. "Affiliate" means any entity that controls, is controlled by, or is under common control with a Party, where control means holding more than 50% of the voting rights or the ability to direct its affairs.
15.9 Representatives. "Representatives" means a Party's employees, officers, directors, and its professional advisers and contractors who are bound by obligations of confidentiality.
15.10 Governing law. This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, is governed by the law of England and Wales.
15.11 Jurisdiction. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, including non-contractual disputes or claims.
By accepting this Agreement, the Receiving Party confirms that it has read, understood and agrees to be bound by its terms.
Acceptance is logged for compliance purposes. The date, identity and email address of the accepting party are recorded in audit logs.
Template — Nibble Technology Limited. Version 1.0.