Mutual Non-Disclosure Agreement

1. Confidential Information

"Confidential Information" means any non-public information disclosed by a Party (the 'Discloser') to the other (the 'Recipient'), in any form, that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. This includes, without limitation: business plans, customer lists, pricing, product roadmaps, source code, model prompts, security questionnaires, RFP content, knowledge-base content, and uploaded documents.

2. Obligations

Recipient shall:

• use Confidential Information solely for the Purpose of evaluating or operating the Service;
• protect it with at least the same degree of care it uses for its own confidential information (and never less than reasonable care);
• disclose it only to employees, contractors, and professional advisors with a need to know who are bound by written or professional confidentiality obligations no less protective than this NDA;
• not copy, reverse-engineer, or commercially exploit it beyond what is necessary for the Purpose.

3. Data Isolation

Any Confidential Information shared via the RFP Genius platform is logically siloed per workspace. It is not commingled with other customers' data and is not visible to any other customer. Single-tenant deployments isolate at the infrastructure level (dedicated database, compute, and vector store).

4. No AI Training

Confidential Information will not be used to train, fine-tune, evaluate, or improve any large language model or other AI model, whether operated by RFP Genius or by any sub-processor. RFP Genius's contracts with AI model providers contractually prohibit such use, including the use of zero-retention endpoints where available.

5. Data Residency

Confidential Information processed through the Service is stored only in the region Recipient (where Recipient is the Customer) has selected: EU, US, or APAC. It does not leave the selected region except where Recipient explicitly initiates an export or enables a feature requiring it.

6. Exclusions

Confidentiality obligations do not apply to information that (a) is or becomes publicly known without breach of this NDA; (b) was already in Recipient's lawful possession without confidentiality obligations; (c) is independently developed by Recipient without use of or reference to Confidential Information; or (d) is lawfully received from a third party without confidentiality obligations.

7. Compelled Disclosure

If Recipient is legally compelled to disclose Confidential Information, it shall (to the extent permitted by law) promptly notify Discloser and cooperate in any effort to limit or contest the disclosure.

8. No Licence; No Warranty

No licence is granted under any intellectual property right except as expressly set out. Confidential Information is provided "as is" with no warranty of accuracy or completeness.

9. Term

This NDA takes effect on the earlier of the date a Party first shares Confidential Information or the date Recipient activates a workspace, and continues for the duration of the engagement plus three (3) years. Obligations relating to trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

10. Return or Destruction

On written request, Recipient will return or securely destroy Confidential Information in its possession, except (i) copies retained in routine backups (which expire on their normal cycle) and (ii) copies required to be retained by law.

11. Remedies

The Parties acknowledge that monetary damages may be inadequate for breach of this NDA and that injunctive relief may be sought without bond, in addition to any other available remedy.

12. Governing Law

This NDA is governed by the laws of Denmark, with exclusive venue in the courts of Copenhagen, unless agreed otherwise in writing.