Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“NDA”) is between Wowmotive, LLC (“Wowmotive”) and the other party identified in the applicable acceptance record (“Other Party”). The parties may disclose confidential business, technical, commercial, operational, or other non-public information solely to evaluate, negotiate, plan, implement, support, or otherwise assess a potential or existing business relationship concerning Wowmotive’s software, services, integrations, professional services, pilots, or related offerings (the “Purpose”).

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information may include business plans, pricing, product roadmaps, source-code information, architecture, security information, designs, specifications, customer or supplier information, financial information, operational procedures, trade secrets, and other non-public business or technical information.

The Receiving Party will use Confidential Information only for the Purpose; protect it using at least reasonable care and no less than the care it uses for its own information of similar sensitivity; and not disclose it except as permitted by this NDA. The Receiving Party may disclose Confidential Information to its employees, affiliates, professional advisers, contractors, or service providers who have a need to know for the Purpose and are subject to confidentiality obligations appropriate to the information.

Confidential Information does not include information that the Receiving Party can demonstrate was publicly available without breach of this NDA; was lawfully known to the Receiving Party without a confidentiality obligation before disclosure; was independently developed without use of or reference to the Confidential Information; or was lawfully received from a third party without breach of a confidentiality obligation.

A Receiving Party may disclose Confidential Information to the extent required by applicable law, court order, or valid governmental process, provided that, where legally permitted, it gives the Disclosing Party reasonable advance notice and reasonably cooperates with efforts to limit or protect the disclosure.

This NDA does not replace or modify any applicable data-processing agreement or privacy obligations. Personal Data processed by Wowmotive on behalf of a Customer in connection with the Services is governed by the applicable Data Processing Agreement. Nothing in this NDA authorizes either party to process Personal Data unlawfully.

Each party will apply reasonable administrative, technical, and organisational safeguards appropriate to protect the other party’s Confidential Information. Wowmotive may permit authorised employees and contractors, including personnel located outside the Customer’s jurisdiction, to access Confidential Information where reasonably necessary for the Purpose, subject to confidentiality and security obligations.

Disclosure of Confidential Information does not grant the Receiving Party any ownership, license, intellectual-property right, or other right except the limited right to use the information for the Purpose.

Upon written request, the Receiving Party will reasonably return or destroy the Disclosing Party’s Confidential Information, except copies that must be retained by law, legitimate compliance requirements, automated backup systems, or other lawful recordkeeping requirements. Retained copies remain subject to this NDA.

Confidential Information is provided without warranty as to accuracy or completeness unless expressly agreed otherwise in writing. Nothing in this NDA requires either party to enter into a transaction, purchase or provide services, or continue discussions.

This NDA begins on the Effective Date and continues for two (2) years unless terminated earlier in writing. Confidentiality obligations survive for three (3) years after the last disclosure of Confidential Information, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law and Personal Data remains protected for the period required by applicable law or the applicable Data Processing Agreement.

Unauthorised use or disclosure of Confidential Information may cause irreparable harm. To the extent permitted by applicable law, the Disclosing Party may seek appropriate equitable or injunctive relief in addition to other available remedies.

The parties may enter into this NDA by electronic signature, authenticated electronic acceptance, or other legally valid electronic means. The parties may retain electronic records identifying the parties, accepting person, accepted version, date, and method of acceptance as evidence of acceptance.

If the parties later enter into a Wowmotive Master SaaS Services Agreement containing confidentiality obligations, those MSA confidentiality obligations will govern disclosures made under or after the effective date of the MSA, while this NDA will continue to govern disclosures made before the MSA effective date to the extent stated in this NDA. If the parties expressly incorporate this NDA into a later agreement, the later agreement will control only to the extent it expressly supersedes this NDA.

This NDA is governed by the law specified in the applicable NDA, Order Form, MSA, or other written agreement. Nothing in this NDA excludes mandatory law that cannot lawfully be excluded.

This NDA becomes effective when signed by both parties or accepted through an authenticated electronic process identifying the parties and this NDA version. Contact our team to request execution of an NDA: admin@wowmotive.com.