Mutual confidentiality agreement

1. Parties and purpose

This mutual confidentiality agreement (the “Agreement”) is between DM Localize / [Provider legal name], tax ID [Tax ID], registered address [Registered address] (the “Provider”), and [Client legal name], tax ID [Client tax ID], registered address [Client registered address] (the “Client”). Each is a “Party” and together they are the “Parties”.

The Parties may exchange information to assess, plan and perform only the following cooperation: audits and localization of publicly available websites; creation, adaptation and maintenance of websites; access to a client CMS and related credentials; exchange of unpublished materials needed for the agreed website work; and commercial and operational conditions of that cooperation. This Agreement does not establish a separate engagement for work with know-how.

2. Confidential information

“Confidential Information” means non-public information disclosed by one Party to the other in any form and identified as confidential or reasonably understood to be confidential in context, including unpublished copy, drafts, content plans, CMS access details, credentials, project estimates, proposals, technical and commercial information supplied for the agreed work, and the terms of the Parties’ cooperation.

Confidential Information does not include information that the receiving Party can show: (a) is or becomes public without breach of this Agreement; (b) was lawfully known before disclosure; (c) is received lawfully from a third party without a duty of confidentiality; or (d) is independently developed without using the disclosed information.

3. Permitted use and access

• Use Confidential Information only to evaluate, agree, perform or support the cooperation described in Section 1.
• Give access only to people who need it for that purpose and who are bound by confidentiality duties at least as protective as this Agreement.
• Protect credentials and CMS access with reasonable technical and organizational measures, and do not publish, sell, transfer or use them for another purpose.

4. Required disclosure and incidents

A Party may disclose Confidential Information when required by law, court order or a competent authority, limited to what is required and, where legally permitted, after giving the other Party prompt notice. A Party that discovers unauthorized access, loss or disclosure will notify the other Party without undue delay and reasonably assist with mitigation.

5. Return and deletion

On request or when the relevant cooperation ends, the receiving Party will stop using the other Party’s Confidential Information and, where reasonably practicable, return or securely delete it, including CMS credentials. A copy may be retained only where required by law or in routine backups that remain protected and are deleted under the Party’s normal retention cycle.

6. Term and confidentiality period

This Agreement starts on the effective date and applies throughout the Parties’ cooperation. The confidentiality and restricted-use obligations continue for five (5) years after the cooperation ends, regardless of the reason for ending it.

7. No transfer of rights; no warranty

Disclosure does not transfer ownership or grant a licence except the limited right to use the information for the agreed cooperation. Confidential Information is provided for that purpose without a promise that it is complete or error-free. The Parties will confirm project scope, access and deliverables in the relevant proposal or statement of work.

8. Governing law and notices

The Parties will first try to resolve disputes through good-faith discussion. Governing law and notice details: [insert agreed jurisdiction and notice emails]. Changes to this Agreement must be in writing and accepted by both Parties.

9. Signatures