MUTUAL NON-DISCLOSURE AGREEMENT (WEBSITE / CLICKWRAP)

Last updated: 20 OCT 2025

Effective when you check the “I agree” box on deltadeck.io (the “Effective Date”).

1. Parties and Purpose

This Mutual Non-Disclosure Agreement (“Agreement”) is between (a) the person or entity whose authorized representative accepts it online (“Client”), and (b) DeltaDeck (as defined below). The purpose is to allow the parties to evaluate, discuss, and (if engaged) perform KPI analytics, board reporting, and related services, demos, and trials (the “Purpose”).

“DeltaDeck” means (I) [DeltaDeck Ltd.], if and when incorporated and notified to Client. Upon formation of DeltaDeck Ltd., this Agreement automatically novates to DeltaDeck Ltd. upon written notice to Client.

By checking the “I agree” box, the individual represents that they have read this Agreement and have authority to bind Client to it.

2. Confidential Information

“Confidential Information” means any non-public information disclosed by either party (“Discloser”) to the other (“Recipient”)—in any form (written, oral, electronic, visual)—that is marked confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. This includes business plans, financials, KPIs, product information, security and privacy documentation, templates, processes, and the existence and status of the parties’ discussions.

Exceptions: Confidential Information does not include information that Recipient can demonstrate: (a) is or becomes public through no breach; (b) was known to Recipient without duty of confidentiality before receipt; (c) is independently developed by Recipient without use of Discloser’s Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.

3. Use and Care

Recipient will (a) use Confidential Information solely for the Purpose; (b) protect it with at least the same degree of care it uses to protect its own similar confidential information, and no less than reasonable care; and (c) restrict access to its employees, contractors, advisors, and Affiliates who need to know for the Purpose and are bound by confidentiality obligations no less protective than this Agreement. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

4. Security

Recipient will implement reasonable technical and organizational measures appropriate to the nature and sensitivity of the Confidential Information, which for DeltaDeck include encryption in transit and at rest, least-privilege access, access logging, multi-factor authentication for staff, and rolling backups. Measures may evolve over time as threats and industry practices change.

5. Personal Data and Data Processing

If Confidential Information includes personal data, the parties will comply with applicable data protection laws. Where Client is the controller and DeltaDeck the processor, the parties will enter into a Data Processing Addendum (“DPA”); the DPA will govern in case of conflict for personal data. DeltaDeck will not sell personal data or use it for targeted advertising, and will not use Client data to train foundation AI models. When third-party AI tools are used for drafting/formatting at Client’s instruction, DeltaDeck will use settings that disable model training/retention where available and minimize/redact inputs.

6. Compelled Disclosure

If Recipient is legally required to disclose Confidential Information, Recipient may do so after giving Discloser prompt written notice (if legally permitted) and reasonable cooperation to seek protective treatment. Recipient will disclose only what the law requires.

7. Return and Deletion

Upon Discloser’s written request or the end of the Purpose/engagement, Recipient will promptly return or securely delete Discloser’s Confidential Information. Recipient may retain copies as required by law or bona fide internal compliance (including routine backups); retained copies remain Confidential Information and subject to this Agreement. Typical deletion targets for DeltaDeck are: production within 30 days; backups roll off within ~35 days.

8. Residual Knowledge (narrow; optional)

Recipient may use information retained in the unaided memory of individuals who had access to Confidential Information in accordance with this Agreement for general ideas, concepts, know-how, or skills, provided that Recipient does not intentionally memorize Confidential Information to evade this Agreement and does not use or disclose (i) any source code, (ii) personally identifiable information, or (iii) full, client-specific KPI datasets. This Section does not grant any license (see Section 9).

9. No License; Ownership

All Confidential Information remains the property of Discloser. No licenses or rights are granted by this Agreement except the limited right to use Confidential Information for the Purpose.

10. No Warranty; No Obligation

Discloser provides Confidential Information “as is” and makes no warranties as to accuracy or completeness. Nothing obligates either party to proceed with any transaction or business relationship.

11. Publicity and Non-Attribution

Neither party may use the other party’s name, logo, or trademarks, or refer to the other as a customer or partner, without prior written consent, except as required by law.

12. Injunctive Relief; Remedies

Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm. Discloser may seek injunctive relief in addition to other remedies.

13. Term; Survival

This Agreement begins on the Effective Date and continues for two (2) years. For Confidential Information disclosed during the Term, Recipient’s confidentiality obligations survive for three (3) years from the date of each disclosure; for trade secrets, obligations last as long as the information remains a trade secret under applicable law.

14. Assignment

Either party may assign this Agreement, with notice, to an Affiliate or in connection with a merger, reorganization, or sale of substantially all assets or equity, provided the assignee agrees in writing to be bound. Any other assignment without consent is void.

15. Export and Sanctions Compliance

Each party will comply with applicable export control and sanctions laws in connection with the exchange of Confidential Information.

16. Notices

Notices under this Agreement may be sent by email to the addresses provided during onboarding or as later updated in writing. Notices are deemed received when sent, except notices of breach or legal process, which require reasonable confirmation of delivery.

17. Entire Agreement; Precedence; Amendments

This is the entire agreement on confidentiality for the Purpose and supersedes prior NDAs between the parties regarding the Purpose. If the parties later sign a DPA or MSA, those will control over this Agreement where they expressly conflict on covered subject matter. Amendments must be in writing (including e-signature). If any part is unenforceable, the rest remains in effect.

ACCEPTANCE

By checking the “I agree” box on deltadeck.io, the individual affirms: (1) they have read this Agreement, (2) they have authority to bind Client, and (3) Client agrees to be legally bound. The parties agree that electronic acceptance and records kept by DeltaDeck (including timestamp, IP, user agent, and NDA version) constitute a signed writing under applicable e-signature laws (eIDAS, ESIGN, UETA).