Mutual Confidentiality Agreement (template)

This confidentiality agreement (the “Agreement”) is made on [date] in [city] between:

Party 1: NGO “HandS Lab” (full registered name: NON-GOVERNMENTAL ORGANIZATION “Human & Synthetic Lab”), EDRPOU code 46189265, registered office: Ukraine, 03035, Kyiv, 13 Vasylia Mytropolyta Lypkivskoho Street, email: [email protected], represented by [position, full name], acting on the basis of the statute; and

Party 2: [full name, EDRPOU or tax number, registered office, represented by (position, full name), acting on the basis of (statute / power of attorney / sole proprietor’s registration)].

Each Party may be the disclosing Party and the receiving Party.

1.1. The Parties exchange information to evaluate or perform a collaboration on [project / pilot / research / educational program] (the “Purpose”).

1.2. The information is used only for the Purpose unless the disclosing Party agrees otherwise in writing.

1.3. This Agreement does not oblige the Parties to conclude further contracts or to disclose any particular information.

2.1. “Confidential Information” means any information disclosed orally, in writing, electronically, or otherwise that is marked as confidential or that by its content and the circumstances of disclosure should be considered confidential.

2.2. Confidential Information includes, in particular: unpublished software code, architecture, and documentation; research protocols, data, and unpublished results; training scenarios and methodologies; non-public commercial, financial, and organizational terms; credentials and access; and materials of partners and third parties disclosed under this Agreement.

2.3. Information that has the features of a trade secret is also protected under Articles 505–508 of the Civil Code of Ukraine.

2.4. Personal data is not Confidential Information under this Agreement and is not transferred on its basis. To transfer personal data the Parties conclude a separate data processing agreement.

3.1. Not to disclose Confidential Information to third parties and not to use it for purposes other than the Purpose.

3.2. To protect Confidential Information with the same degree of care as its own confidential information, but not below a reasonable level.

3.3. To limit access to the employees, contractors, and advisers who need the information for the Purpose and who are bound by confidentiality on terms no less strict than this Agreement. The receiving Party is responsible for the actions of those persons.

3.4. Not to upload Confidential Information to generative artificial intelligence services that the disclosing Party has not approved in writing.

3.5. Not to copy or reproduce Confidential Information beyond what the Purpose requires.

3.6. To notify the disclosing Party without delay of any breach of confidentiality that becomes known.

4.1. The obligations do not apply to information that: (a) was publicly known before disclosure or became so without breach of this Agreement; (b) was lawfully known to the receiving Party before disclosure; (c) was received from a third party without an obligation of confidentiality; (d) was developed by the receiving Party independently of the Confidential Information.

4.2. Disclosure is permitted if required by law, a court, or an authorized public body. In that case the receiving Party, where the law allows, notifies the disclosing Party in advance and discloses only the minimum necessary.

5.1. Confidential Information remains the property of the disclosing Party. Disclosure does not grant a license or any other right to intellectual property, except the right to use it for the Purpose.

5.2. The receiving Party does not reverse engineer software or models and does not attempt to re-identify data that has been anonymized in the samples provided.

6.1. At the written request of the disclosing Party or after the collaboration ends, the receiving Party within 14 days returns or destroys the Confidential Information and its copies and confirms this in writing.

6.2. The receiving Party may keep copies that it is required to keep by law or that are held in backups and cannot be deleted immediately. Such copies remain confidential until destroyed.

7.1. The Agreement is valid for three years from the date of signing unless otherwise agreed.

7.2. Confidentiality obligations last five years after the last disclosure and, for information that is a trade secret, for as long as it keeps that status. For personal data the periods are set by law.

8.1. A Party that breaches the Agreement compensates the other Party for the damage caused in accordance with the legislation of Ukraine.

8.2. [Optional: for each established breach the Party pays a penalty of [amount] hryvnias. Payment of the penalty does not release the Party from compensating damage in the part that exceeds it.]

8.3. The disclosing Party has the right to demand an immediate stop to disclosure or use of the information and to take interim measures in the manner provided by law.

9.1. The Agreement is governed by the law of Ukraine. Disputes are resolved through negotiations and, if no agreement is reached, by the court at the defendant’s location.

9.2. Amendments to the Agreement are valid if made in writing and signed by both Parties. Signing by electronic signatures and exchange of scanned copies are allowed.

9.3. Neither Party may assign its rights and obligations under the Agreement without the other’s written consent.

9.4. This document is made in Ukrainian. The English translation is provided for convenience; in case of discrepancies the Ukrainian text prevails.

Details and signatures of the Parties: [to be filled in].