Non-Disclosure and Confidentiality Agreement (NDA)
This Non-Disclosure and Confidentiality Agreement ("Agreement") is effective as of the date on which a consultation request is submitted through the A3Infosec website (the "Effective Date"), by and between A3Infosec LLC ("A3Infosec," "we," "us," or "our"), a [Legal Structure of A3Infosec], incorporated in California (the "Disclosing Party"), and the individual or entity submitting the request ("Recipient" or "Client").
1. Purpose
The purpose of this Agreement is to protect any confidential or sensitive information that A3Infosec and the Client may exchange during the preliminary stages of a potential consulting engagement. This Agreement applies to all information shared through initial discussions, inquiries, and requests related to Governance, Risk, and Compliance (GRC) consultation services, prior to any formal engagement of services.
2. Definition of Confidential Information
2.1 Confidential Information: "Confidential Information" refers to any non-public, proprietary, or sensitive information shared by either A3Infosec or the Client, including but not limited to:
Business details, operational and process information, and financial or strategic plans.
Any documentation, questions, requests, or concerns related to GRC or IT security.
All personal data, sensitive company information, and proprietary information, disclosed in any form (written, electronic, verbal, or otherwise) that is marked as confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.
2.2 Exclusions: Confidential Information does not include information that:
a. Was known to the receiving party prior to disclosure by the disclosing party.
b. Becomes publicly available through no breach of this Agreement by the receiving party.
c. Is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
d. Is lawfully obtained by the receiving party from a third party without any duty of confidentiality.
3. Obligations of Confidentiality
3.1 Use Limitation: The Recipient agrees to use the Confidential Information solely for the purpose of evaluating and discussing potential consulting engagements with A3Infosec and not for any other purpose.
3.2 Confidentiality Measures: Each party shall take reasonable steps to protect the confidentiality of the Confidential Information, including implementing appropriate security measures to prevent unauthorized access, disclosure, or use.
3.3 Non-Disclosure to Third Parties: Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as provided in this Agreement.
3.4 Permitted Disclosure: Each party may disclose Confidential Information to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.
4. Additional Obligations of A3Infosec
A3Infosec agrees to:
Treat all Client Confidential Information as strictly confidential.
Limit the disclosure of Client Confidential Information to only those employees, agents, or subcontractors who are directly involved in responding to the consultation request.
Promptly inform the Client of any required legal disclosures and make reasonable efforts to limit the extent of such disclosure.
5. Return or Destruction of Confidential Information
Upon written request by the disclosing party, the receiving party shall promptly return or destroy all Confidential Information, including any copies, notes, or derivatives thereof, except as required for legal or regulatory compliance.
6. Duration of Obligations
The confidentiality obligations under this Agreement shall continue for a period of three (3) years from the Effective Date, unless terminated earlier in writing by the disclosing party. Obligations of confidentiality shall survive the termination or expiration of this Agreement.
7. No License
Nothing in this Agreement grants any rights, licenses, or interest in the Confidential Information, except for the limited purpose of evaluating and responding to the consulting request.
8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the courts in California.
9. Entire Agreement
This Agreement constitutes the entire understanding between A3Infosec and the Recipient regarding the confidentiality of information disclosed in connection with consulting requests. It supersedes any prior agreements or understandings, whether written or oral, regarding this subject.
10. Acknowledgment
By submitting a consulting request through the A3Infosec website, the Recipient acknowledges that they have read, understood, and agree to the terms of this Non-Disclosure and Confidentiality Agreement.
