Protect the conversation before protected material moves

Operational template for counsel and counterparty review. This draft is not effective until completed and signed by both parties.

Effective September 26, 2026

Parties and purpose

This Mutual Non-Disclosure Agreement is intended to be entered into as of the completed effective date by G.B. Industry LLC, doing business as Zinvyl, and the named counterparty. Each party may disclose or receive information solely to evaluate, scope, purchase, perform, support, or discuss the project identified in the signed copy.

Confidential information

Confidential Information means non-public business, technical, financial, operational, product, customer, supplier, security, software, workflow, research, or commercial information disclosed for the permitted purpose that is marked confidential or that a reasonable person would understand to be confidential from its nature and the circumstances. It includes summaries and analyses derived from that information.

Exclusions

Confidential Information does not include information the receiving party can document was lawfully known without restriction before disclosure, becomes public through no breach, is lawfully received from a third party without a confidentiality duty, or is independently developed without use of the disclosed information.

Receiving-party duties

The receiving party will use Confidential Information only for the permitted purpose, protect it with at least reasonable care, and disclose it only to personnel, professional advisers, approved service providers, or assigned providers who need it for that purpose and are bound by confidentiality duties at least as protective as the signed agreement.

This NDA does not authorize either party to transmit credentials, card data, regulated personal data, export-controlled information, production access, or information requiring a separate security or data-processing agreement.

Required disclosure

If law, regulation, subpoena, or court order requires disclosure, the receiving party may disclose only the legally required portion. When legally permitted, it will provide prompt notice and reasonable cooperation so the disclosing party may seek protective treatment.

Security incidents

The receiving party will promptly notify the disclosing party after confirming unauthorized access, use, or disclosure and will reasonably cooperate to contain and assess the incident. This does not promise absolute security or predetermine legal notification duties.

Return and deletion

On written request or when the permitted purpose ends, the receiving party will return or delete Confidential Information within its reasonable control, except for routine backups and records retained for law, security, payment, tax, insurance, disputes, or professional obligations. Retained information remains protected and may not be used for another purpose.

Ownership and no license

Each party retains its rights in its information. The NDA creates no intellectual-property license, assignment, partnership, agency, employment relationship, purchase commitment, exclusivity obligation, or promise of future work.

Term

The proposed agreement continues for two years. Confidentiality and restricted-use duties continue for three years after each disclosure. For information qualifying as a trade secret, the duties continue while it remains a trade secret and its owner continues reasonable protective measures.

Remedies, law, and venue

A party may seek appropriate equitable relief and other available remedies for unauthorized use or disclosure, subject to applicable proof, defenses, procedures, and limits. Arizona law governs; unless applicable law requires otherwise, venue is in state or federal courts in Maricopa County, Arizona.

Electronic signatures

The completed agreement may be signed in counterparts and electronically when both parties agree. The signed copy should identify the legal names, authorized signers, effective date, and specific project or permitted purpose. Zinvyl retains the executed version with the related order or opportunity record.

Before signing

Qualified counsel should review this template before first use and whenever the project involves regulated data, international parties, export controls, employment, healthcare, finance, children, biometrics, high-impact decisions, or a materially larger risk profile. To request a prepared signature copy, use the Zinvyl inquiry and identify the project without disclosing protected substance.