This Mutual Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of the date of your electronic acceptance (the “Effective Date”) by and between Opal Technologies, LLC, a Delaware limited liability company with its principal place of business at 254 Chapman Rd, Ste 208 #27819, Newark, Delaware 19702 (“Opal”), and the business accepting this Agreement (“Counterparty”). Opal and Counterparty are each a “Party” and together the “Parties.”
1.1 The Parties wish to explore and carry out a business relationship in which Opal provides Counterparty with access to the OPAL platform, a multi-business business intelligence and artificial intelligence dashboard product, and Counterparty provides Opal with access to Counterparty business data for the purpose of configuring, populating, testing, evaluating, and improving that platform (the “Purpose”).
1.2 In connection with the Purpose, each Party may disclose to the other certain non-public information. This Agreement governs the treatment of that information. A Party disclosing information is the “Disclosing Party” and a Party receiving it is the “Receiving Party.”
2.1 “Confidential Information” means all non-public information disclosed by or on behalf of a Disclosing Party to a Receiving Party, in any form or medium, whether or not marked or identified as confidential, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
2.2 Confidential Information of Opal includes, without limitation: the OPAL platform and any part of it; source code, object code, database schemas, data models, and system architecture; the visual design, user interface, screen layouts, navigation structure, dashboards, and reports of the platform; metric and key performance indicator definitions, calculation logic, benchmarks, scoring methods, and thresholds; artificial intelligence prompts, prompt structures, model orchestration methods, and output formats; integration methods and normalization logic for third-party data sources; product roadmaps, feature plans, release schedules, and unreleased functionality; pricing, packaging, business plans, financial information, and customer and prospect lists; and all documentation, demonstrations, screenshots, screen recordings, and training materials relating to any of the foregoing.
2.3 Confidential Information of Counterparty includes, without limitation: financial statements, general ledger and accounting data, revenue, expense, margin, cash, and payroll information; customer, client, patient, member, prospect, and vendor lists and records; sales pipeline, marketing, and campaign data; operational metrics, staffing data, and internal reports; contracts, pricing, and terms with third parties; and any data Counterparty uploads, transmits, or makes accessible to Opal through connected systems.
2.4 The existence and terms of this Agreement, the fact that the Parties are in discussions, and the terms of any related agreement between the Parties are the Confidential Information of both Parties.
3.1 Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written records:
3.2 Information is not excluded merely because it is embraced by more general information that falls within an exclusion, nor because it can be assembled from a combination of separate items that individually fall within an exclusion.
4.1 The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care.
4.2 The Receiving Party may disclose Confidential Information only to those of its employees, officers, managers, contractors, and professional advisors who have a need to know it for the Purpose and who are bound by written or professional obligations of confidentiality at least as protective as this Agreement (“Representatives”). The Receiving Party is responsible for any breach of this Agreement by its Representatives as if it were the Receiving Party’s own breach.
4.3 The Receiving Party shall promptly notify the Disclosing Party in writing upon discovering any unauthorized use or disclosure of Confidential Information and shall cooperate reasonably with the Disclosing Party to regain possession of the Confidential Information and prevent further unauthorized use or disclosure.
5.1 If the Receiving Party is required by law, regulation, subpoena, or court or governmental order to disclose Confidential Information, it may do so, provided that (to the extent legally permitted) it gives the Disclosing Party prompt prior written notice sufficient to allow the Disclosing Party to seek a protective order or other remedy, discloses only that portion of Confidential Information legally required, and uses reasonable efforts to obtain confidential treatment of the information disclosed.
6.1 All Confidential Information remains the property of the Disclosing Party. No license, right, title, or interest in or to any patent, copyright, trademark, trade secret, or other intellectual property is granted by this Agreement, whether by implication, estoppel, or otherwise, other than the limited right to use Confidential Information for the Purpose.
6.2 Counterparty shall not, and shall not permit any third party to: (a) copy, reproduce, screenshot, screen-record, photograph, or otherwise capture any portion of the OPAL platform or its user interface, except for Counterparty’s internal evaluation and only as expressly authorized in writing by Opal; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, algorithms, or calculation logic of the OPAL platform; (c) use the OPAL platform, or any Confidential Information of Opal, to design, develop, build, specify, procure, commission, or improve any product, service, dashboard, template, or feature set that is substantially similar to, competitive with, or derived from the OPAL platform; (d) benchmark or publish any performance, comparison, or evaluation of the OPAL platform without Opal’s prior written consent; (e) remove, obscure, or alter any proprietary notice; or (f) provide access to the OPAL platform to any person who is not a Representative of Counterparty with a need to know for the Purpose.
6.3 The restrictions in Section 6.2(c) apply regardless of whether Counterparty asserts that the relevant knowledge was retained in the unaided memory of its Representatives. The Parties expressly disclaim any “residuals” right or similar doctrine that would permit use of retained knowledge of the Disclosing Party’s Confidential Information outside the Purpose.
7.1 Counterparty may provide suggestions, comments, requests, bug reports, ideas, or other input regarding the OPAL platform (“Feedback”). Counterparty hereby assigns to Opal all right, title, and interest in and to all Feedback, and to the extent such assignment is not effective, grants Opal a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, and commercially exploit the Feedback for any purpose without restriction, attribution, accounting, or compensation. Feedback does not include Counterparty’s Confidential Information, and nothing in this Section grants Opal rights in Counterparty’s underlying business data.
8.1 Counterparty may grant Opal access to Counterparty systems, accounts, and data, including through third-party integrations, in order to carry out the Purpose. Opal shall treat all such data as Counterparty’s Confidential Information and shall access, use, process, and store it solely as necessary to carry out the Purpose or as otherwise authorized in a separate written agreement between the Parties.
8.2 Opal shall not sell, rent, or license Counterparty’s Confidential Information to any third party, and shall not disclose Counterparty-identifiable data to any other customer or prospective customer of Opal.
8.3 Counterparty represents that it has all rights, consents, and authority necessary to grant Opal the access described in Section 8.1 and that doing so will not violate any law or any agreement with a third party.
9.1 This Agreement begins on the Effective Date and continues for three (3) years, unless earlier terminated by either Party on thirty (30) days’ prior written notice.
9.2 The confidentiality and use obligations in this Agreement survive termination or expiration and continue for five (5) years after the date of disclosure of the relevant Confidential Information, except that Confidential Information constituting a trade secret under applicable law remains protected for as long as it qualifies as a trade secret.
9.3 Termination of this Agreement does not affect Confidential Information disclosed before termination, which remains subject to this Agreement.
10.1 Upon the Disclosing Party’s written request, or upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, including all copies, notes, summaries, and derivative materials, and shall certify such return or destruction in writing upon request.
10.2 The Receiving Party may retain (a) one archival copy solely to the extent required for legal, regulatory, or bona fide internal compliance purposes, and (b) copies contained in routine, non-targeted automated backups. Retained copies remain subject to the confidentiality obligations of this Agreement for as long as they are retained.
11.1 ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CONFIDENTIAL INFORMATION.
11.2 This Agreement does not obligate either Party to disclose any information, to enter into any further agreement, to purchase or supply any product or service, or to proceed with any transaction. It does not create a partnership, joint venture, agency, employment, or fiduciary relationship, and neither Party may bind the other.
12.1 During the term of this Agreement and for twelve (12) months afterward, neither Party shall knowingly solicit for employment or engagement any employee or contractor of the other Party with whom it had contact in connection with the Purpose, without the other Party’s prior written consent. General advertisements and job postings not specifically targeted at such persons, and responses to them, do not violate this Section.
13.1 Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek injunctive and other equitable relief without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.
14.1 Governing Law and Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware for any dispute arising out of or relating to this Agreement, except that either Party may seek injunctive relief in any court of competent jurisdiction.
14.2 Notices. Notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt. Notices to Opal go to Opal Technologies, LLC, 254 Chapman Rd, Ste 208 #27819, Newark, Delaware 19702, and to morganne@myopal.io. Notices to Counterparty go to the email address Counterparty provided on acceptance. Notice is effective upon receipt.
14.3 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign it in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, provided the assignee agrees in writing to be bound. Any other attempted assignment is void.
14.4 Entire Agreement; Amendment. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings on that subject. It may be amended only by a writing signed by authorized representatives of both Parties.
14.5 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force. No waiver is effective unless in writing, and no failure or delay in exercising a right operates as a waiver.
14.6 Electronic Acceptance. This Agreement is entered into electronically. Counterparty’s act of ticking the acceptance box and submitting the registration form constitutes its signature and manifests its intent to be bound. Opal’s record of that acceptance, including the accepting person’s name and email address, the date and time, and the version accepted, is admissible evidence of execution. The Parties agree not to contest the validity or enforceability of this Agreement on the ground that it was accepted electronically.
Opal Technologies, LLC
Morganne Rudd, Chief Executive Officer and Founder
254 Chapman Rd, Ste 208 #27819, Newark, Delaware 19702
morganne@myopal.io