Non-Disclosure Agreement (NDA)

Parties

Between

Company

Address

Represented by

– hereinafter “Customer” –

and

Manuel Hagen · datrexx
Bei der Fischtreppe 11
21614 Buxtehude
Germany

– hereinafter “datrexx”, together “the Parties” –

the following mutual non-disclosure agreement is concluded.

§ 1 Purpose

The Parties are evaluating, and may carry out, a collaboration on the analysis, optimisation and further development of the Customer’s databases and software (hereinafter the “Purpose”). In doing so, each Party receives confidential information of the other. This agreement governs how they handle it.

§ 2 Confidential information

(1) Confidential information is all information that one Party makes available to the other in connection with the Purpose. This applies to every form, whether oral, written, electronic, by insight into systems or via screen sharing, and regardless of whether the information is marked as confidential.

(2) This includes in particular the structure and configuration of IT systems, database structures, source code, queries, procedures and jobs, execution plans, measurements and logs, access credentials, business and customer data, personal data, and the content and results of the collaboration.

(3) Work results that contain or are derived from the Customer’s confidential information, such as analysis reports, are also confidential.

(4) datrexx names the Customer to third parties, for example as a reference, only with the Customer’s prior consent in text form.

(5) Confidential information of datrexx includes in particular diagnostic and measurement scripts, tools and methods, as well as offers and prices.

§ 3 Exceptions

(1) The obligations of this agreement do not apply to information for which the receiving Party proves that it

• a) was already publicly known when received or later becomes publicly known without breach of this agreement,
• b) was already lawfully known to it beforehand,
• c) was developed by it independently and without use of the confidential information, or
• d) was lawfully provided to it by a third party without an obligation of confidentiality.

(2) If a Party must disclose confidential information by law or by order of an authority or court, it may do so to the extent required. Where legally permitted, it informs the other Party beforehand.

(3) Each Party may continue to use general expertise and experience, such as methods of query optimisation, provided it does not disclose any confidential information of the other Party in doing so.

§ 4 Obligations of the Parties

(1) Each Party keeps the other’s confidential information secret, does not pass it on to third parties and uses it exclusively for the Purpose.

(2) Access is granted only to persons who need the information for the Purpose and who are bound to confidentiality to at least the same extent. datrexx engages subcontractors only with the Customer’s prior consent in text form.

(3) Each Party protects the other’s confidential information at least as carefully as its own confidential information, and in any case with reasonable confidentiality measures.

(4) If a Party learns of a loss of, or unauthorised access to, confidential information of the other Party, it informs the other Party without undue delay.

§ 5 Access, systems and data

(1) The Customer provides access to its systems. It may restrict or revoke such access at any time. It provides only information and access that it is entitled to share, and informs datrexx in advance if they contain personal data or data of third parties.

(2) datrexx uses access credentials exclusively for the Purpose, does not pass them on and stores them securely. The Customer does not send access credentials by unencrypted email.

(3) The Customer’s data, in particular table contents, data exports, database backups and test data derived from them, remain on the Customer’s systems. datrexx works with them only there, via remote access, screen sharing or on site, and does not accept them by email, download link or data carrier. If datrexx nevertheless receives such data, datrexx deletes it without undue delay and confirms the deletion in text form; the Customer is responsible for the transmission channel.

(4) If datrexx processes personal data on behalf of the Customer, the Parties conclude a data processing agreement pursuant to Art. 28 GDPR beforehand. This agreement does not replace it.

§ 6 Return and deletion

(1) At the request of the disclosing Party, and at the latest when the collaboration ends, the receiving Party returns or deletes the confidential information including all copies. On request, it confirms the deletion in text form.

(2) This does not apply to copies that must be retained due to legal obligations, or to copies in automatic backups that cannot be deleted with reasonable effort. This agreement continues to apply to them.

§ 7 No grant of rights, no obligation to contract

(1) All rights to confidential information remain with the disclosing Party. This agreement grants no rights of use or licences.

(2) Neither Party is obliged to disclose information or to enter into any further contract.

§ 8 Term

(1) This agreement takes effect when signed by both Parties. It also covers confidential information exchanged earlier in connection with the Purpose, for example in the initial call.

(2) Either Party may terminate the agreement with one month’s notice in text form.

(3) For information disclosed up to the end of the agreement, the obligations under §§ 2 to 6 continue for three years after that end. For trade secrets within the meaning of the German Trade Secrets Act (GeschGehG) and for access credentials, they continue for as long as these remain secret.

§ 9 Final provisions

(1) A Party that breaches this agreement is liable in accordance with the statutory provisions, without limitation in the case of intent and gross negligence. In the case of slight negligence, it is liable only for foreseeable damage typical for this type of agreement. Liability for injury to life, body or health remains unaffected.

(2) If a later contract between the Parties governs confidentiality, its provisions take precedence within their scope. Otherwise, this agreement continues to apply.

(3) Amendments and additions to this agreement require text form (for example email).

(4) The laws of the Federal Republic of Germany apply.

(5) Should any provision of this agreement be invalid, the remaining provisions remain valid.

Signatures