Standard Mutual NDA Terms
These Standard Non-Disclosure Terms apply to business evaluations, technical API integrations, beta software testing, and commercial discussions conducted between GST Software, Inc. and prospective agency, carrier, or technology partners.
1. Definition of Confidential Material
Confidential Material includes all proprietary software architecture, database sync logic, product roadmaps, pricing models, carrier integrations, and transactional metrics shared either orally or in digital form during evaluation sessions.
2. Duty of Non-Disclosure & Protection
Both parties agree to protect disclosed materials using the same degree of care they exercise over their own proprietary technology, and never less than reasonable commercial care. Confidential details may only be shared with employees, contractors, and legal advisors who have an immediate need to know for platform evaluation purposes.
3. Exclusions from Confidentiality
Obligations under these terms do not apply to information that:
- Is or becomes publicly available without breach of this agreement.
- Was already documented in the recipient’s possession prior to disclosure by GST Software.
- Is independently developed by engineers without referencing or utilizing the discloser’s proprietary workflows.
4. Term & Duration of Obligation
Protection duties continue for a period of two (2) years following the initial date of technical disclosure or until the parties execute a formal master services agreement that supersedes these standard terms.
5. Inquiries & Custom Execution
If your organization requires an executed bilateral signature agreement prior to sharing custom schemas, request our signed legal paperwork via connect@gstsoftware.net.
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