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NDA Non Disclosure Agreement

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Revision

Date

Author(s)

Description

17/03/2020

Weslei Calazans

Initial Draft

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PREMISSES

This is a Mutual NDA, which is the market standard for business-to-business discussions. It assumes both sides will share sensitive information. This is a non-negotiable safeguard for the telecom company. It prevents any claim that this simple NDA authorizes access to their.

This Mutual Confidentiality Agreement ("Agreement") is entered into on the "Effective Date" according to the signature dates, whichever is more recent, between:

NNI.DIGITAL, a company of STUDIOTECH ANALYTICS SOLUTIONS LTDA with its principal place of business at São Paulo Brazil ("Discloser A")

and

[The Company], [the customer] with its principal place of business at [Telecom Company Address] ("Discloser B").

Discloser A and Discloser B are each referred to herein as a "Party" and collectively as the "Parties."

WHEREAS, the Parties wish to explore a potential business relationship (the "Purpose") relating to [e.g., Co-marketing of services, Joint development of a new network solution, Evaluation of Discloser A's software for Discloser B's network, Provision of consulting services on 5G deployment]; and

WHEREAS, in connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Definition of Confidential Information. "Confidential Information" means any non-public information, in any form (written, oral, electronic, or tangible), disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, should reasonably be understood to be confidential. For clarity, Confidential Information includes, but is not limited to:

Telecom-Specific Data: Network architecture diagrams, topology maps, cell site locations, RF propagation data, spectrum holdings, network performance data (KPIs), traffic models, subscriber data (anonymized/aggregated), OSS/BSS system details, and network security protocols.

Technical Information: Trade secrets, inventions, know-how, designs, software code (source and object), APIs, algorithms, processes, research, and development plans related to telecommunications technology (e.g., 5G/6G, IoT, SDN/NFV, Open RAN).

Business Information: Business plans, financial data, pricing models, cost structures, customer lists (including enterprise clients), vendor agreements, marketing strategies, and roadmaps.

Discussion Materials: All information disclosed in meetings, presentations, memos, or discussions related to the Purpose.

2. Exclusions. Confidential Information shall not include information that the Receiving Party can demonstrate: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully in its possession without restriction prior to disclosure; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

3. Obligations of Receiving Party. The Receiving Party shall: * a. Use Limitations: Use the Disclosing Party's Confidential Information solely for the Purpose and for no other reason. * b. Disclosure Limitations: Not disclose such Confidential Information to any third party, except to its Employees, Directors, and Contractors ("Representatives") who have a strict "need to know" for the Purpose and who are bound by written confidentiality obligations at least as restrictive as those herein. The Receiving Party shall be liable for any breach by its Representatives. * c. Standard of Care: Protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. * d. Compelled Disclosure: If required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt prior written notice (where legally permissible) to allow the Disclosing Party to seek a protective order or other remedy.

4. Term and Termination. This Agreement shall remain in effect for a period of two (2) years from the Effective Date. The obligations of confidentiality with respect to any Confidential Information shall survive termination or expiration of this Agreement for a period of three (3) years thereafter; provided, however, that for Trade Secrets (as defined by applicable law), the obligations shall continue for as long as the information remains a trade secret.

5. Return or Destruction. Upon the Disclosing Party's written request, or upon termination of discussions related to the Purpose, the Receiving Party shall promptly (and certify in writing): (a) return all tangible materials containing Confidential Information; and (b) destroy all electronic copies. Notwithstanding the foregoing, the Receiving Party may retain one archival copy solely for the purpose of monitoring its ongoing confidentiality obligations, subject to the terms of this Agreement.

6. Intellectual Property. No license or right under any patent, trademark, copyright, or other intellectual property right is granted or implied by the disclosure of Confidential Information. All such information remains the sole property of the Disclosing Party.

7. Telecom-Specific & Data Security Provisions (CRITICAL) * a. No Access to Live Network: The Parties acknowledge that Confidential Information does not include, and no Party shall request or provide, direct access to the other Party's live, operational telecommunications network, systems, or customer data without a separate, detailed Data Processing Agreement (DPA) and/or Network Access Agreement. * b. Data Privacy: Any disclosure of Personal Data (as defined by GDPR, CCPA, or other applicable laws) shall be governed by a separate DPA. This Agreement is not a DPA. * c. Security Requirements: The Receiving Party shall implement and maintain appropriate technical and organizational security measures to protect Confidential Information, which, for telecom network information, shall be deemed to require at least industry-standard measures (e.g., based on frameworks like ISO 27001, NIST).

8. No Warranties. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE.

9. Remedies. The Parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief or specific performance, in addition to all other remedies available at law or in equity.

10. Miscellaneous. * a. Governing Law & Venue: This Agreement shall be governed by the laws of the State of [e.g., New York or the state where the telecom company is headquartered], without regard to its conflict of laws principles. Any legal action shall be brought in the courts located in [County], [State]. * b. No Obligation to Proceed: This Agreement creates no obligation to enter into any further agreement or to proceed with the Purpose. * c. Entire Agreement: This document constitutes the entire agreement between the parties concerning the subject and supersedes all prior discussions. It may only be amended in writing signed by both Parties. * d. Notices: All notices shall be in writing and sent to the addresses listed above.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

NNI.DIGITAL

[CUSTOMER COMPANY NAME]

Signature

Name

Title

Date

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