Partner Non-Disclosure Agreement

Provider: Netallion Limited (NZBN 9429051598730), Auckland, New Zealand ("Netallion", "Disclosing Party")
Partner contact: [email protected]

1. Purpose

This Non-Disclosure Agreement ("NDA") governs the disclosure of confidential information between Netallion and the partner organization ("Receiving Party") participating in the Netallion Partner Program. Both parties agree to protect confidential information shared in the course of the partnership.

2. Definition of confidential information

"Confidential Information" means all non-public information disclosed by either party, whether orally, in writing, or electronically, including but not limited to:

• Partner pricing, margins, and commercial terms (including the Partner Pricebook)
• Product roadmaps, unreleased features, and technical architecture
• Customer lists, prospect information, and deal pipeline data
• Security methodologies, scanning techniques, and vulnerability data
• Business strategies, financial data, and operational processes
• API keys, credentials, and access tokens

3. Obligations of the receiving party

The Receiving Party agrees to:

• use Confidential Information solely for the purposes of the Netallion Partner Program
• restrict access to Confidential Information to employees and contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as this NDA
• protect Confidential Information with the same degree of care used for its own confidential information, but no less than reasonable care
• not disclose, publish, or disseminate Confidential Information to any third party without prior written consent
• promptly notify the Disclosing Party of any unauthorized use or disclosure

4. Exclusions

Confidential Information does not include information that:

• is or becomes publicly available through no fault of the Receiving Party
• was known to the Receiving Party prior to disclosure, as evidenced by written records
• is independently developed by the Receiving Party without use of or reference to Confidential Information
• is received from a third party without restriction and without breach of any obligation of confidentiality
• is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party (where permitted)

5. Term and survival

This NDA is effective upon acceptance in the Netallion Partners Portal and remains in effect for the duration of the partnership. The confidentiality obligations survive for a period of three (3) years following termination of the partnership.

6. Return or destruction of materials

Upon termination of the partnership or written request, the Receiving Party shall promptly return or destroy all Confidential Information and any copies, summaries, or extracts thereof, and certify in writing that it has done so.

7. No licence or transfer

Nothing in this NDA grants the Receiving Party any rights in or to the Confidential Information, except the limited right to use it as permitted herein. All intellectual property rights remain with the Disclosing Party.

8. Remedies

The Receiving Party acknowledges that any breach of this NDA may cause irreparable harm for which monetary damages alone would be insufficient. The Disclosing Party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

9. Governing law

This NDA is governed by the laws of New Zealand. Any dispute arising under this NDA shall be subject to the exclusive jurisdiction of the courts of New Zealand.

10. Contact

Partner Program: [email protected]
Legal: [email protected]