1. Purpose

This Mutual Non-Disclosure Agreement ("Agreement") governs the exchange of confidential information between SISUiQ OY ("Company") and the receiving party ("Recipient") in connection with the evaluation, use, or integration of the iQ Pulse platform ("Service"). The purpose of this Agreement is to protect proprietary and sensitive information disclosed by either party during the course of their business relationship.

2. Definition of Confidential Information

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

Business plans, strategies, financial data, and pricing models
Technical data, software code, algorithms, APIs, and system architecture
Customer data, user analytics, usage patterns, and tenant configurations
AI models, training methodologies, RAG pipelines, and prompt engineering techniques
Trade secrets, product roadmaps, and unreleased features
Employee, contractor, and partner information

3. Obligations of the Recipient

The Recipient agrees to:

Hold all Confidential Information in strict confidence and not disclose it to any third party without prior written consent
Use Confidential Information solely for the purpose of evaluating, using, or integrating the Service
Restrict access to Confidential Information to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as this Agreement
Take reasonable measures to protect the secrecy of Confidential Information, using at least the same degree of care as it uses for its own confidential information
Promptly notify the disclosing party of any unauthorized disclosure or use of Confidential Information

4. Exclusions

Confidential Information does not include information that:

Is or becomes publicly available through no fault of the Recipient
Was already known to the Recipient prior to disclosure, as demonstrated by written records
Is independently developed by the Recipient without use of or reference to the Confidential Information
Is lawfully obtained from a third party without restriction on disclosure
Is required to be disclosed by law, regulation, or court order, provided the Recipient gives the disclosing party reasonable prior notice

5. Data Protection

Both parties acknowledge that Confidential Information may include personal data subject to applicable data protection laws, including the General Data Protection Regulation (GDPR). Each party agrees to process any personal data received under this Agreement in accordance with applicable data protection legislation and only for the purposes contemplated by this Agreement. Any data processing activities shall be governed by a separate Data Processing Agreement where required.

6. Term and Termination

This Agreement is effective from the date of acceptance and continues for a period of two (2) years, or until terminated by either party with thirty (30) days' written notice. The obligations of confidentiality shall survive termination for an additional period of three (3) years. Upon termination, the Recipient shall return or destroy all Confidential Information and certify such destruction in writing upon request.

7. Intellectual Property

Nothing in this Agreement grants the Recipient any license, ownership, or other rights in or to the Confidential Information or any intellectual property of the disclosing party. All Confidential Information remains the exclusive property of the disclosing party.

8. Remedies

Both parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Finland. Any disputes arising under or in connection with this Agreement shall be resolved in the courts of Helsinki, Finland.

10. Contact

For questions about this Agreement or to initiate an NDA process, contact us at [email protected].