Mutual non-disclosure agreement

Version 1.0. The signing page shows the version and fingerprint of the copy you sign.

Who this is between

Shipshape Digital, a business name of Stefan Floratos, sole trader (ABN 61 235 500 282), and

The client.

Each of us may share confidential information with the other. "The discloser" is whoever shares it; "the receiver" is whoever gets it.

1. Why we're sharing

To talk about, quote for and do work on the client's systems and processes, including audits, screen-share sessions and builds (the purpose).

2. What's confidential

Anything one of us shares with the other for the purpose, in any form (spoken, written, on screen, through system access), that is marked confidential or that a reasonable person would see as confidential. That includes:

• business information: customers, suppliers, pricing, finances, plans, processes;
• system information: passwords, keys, configurations, code, data structures;
• personal and health information about anyone (customers, patients, staff); and
• what we see on screen or in systems during a session, even if it wasn't deliberately shown.

3. What isn't confidential

Information that:

• is or becomes public, other than through a breach of this agreement;
• the receiver already had, or later gets lawfully from someone else without a duty of confidence; or
• the receiver develops independently without using the discloser's information.

Personal and health information stays confidential even if one of these applies.

4. What the receiver does

1. Uses the information only for the purpose.
2. Keeps it secure, with at least the care it uses for its own confidential information, and never less than reasonable care.
3. Shares it only with people who need it for the purpose and are bound by confidentiality duties at least as strict as these (for Shipshape Digital: no one else without the client's written OK).
4. Doesn't copy information out of the discloser's systems unless the purpose needs it.
5. Tells the discloser without delay, and within 72 hours for personal or health information, on becoming aware of, or suspecting, any unauthorised access to, disclosure of or loss of the information, and helps the discloser contain and assess it.

5. When the law requires disclosure

The receiver may disclose information if the law, a court or a regulator requires it. Where allowed, the receiver tells the discloser first so it can respond, and discloses only what's required.

6. Returning or deleting

When the discloser asks, or the purpose ends, the receiver returns or deletes the information (including copies and recordings) and confirms it in writing. The receiver may keep a copy only where the law requires it (for example tax records), and the copy stays confidential.

7. How long this lasts

This agreement covers information shared from the date it's signed until either of us ends it in writing. The duties in it last for 3 years after information is shared, and for personal information, passwords and keys, for as long as the receiver holds them.

8. Other things

1. Sharing information doesn't give the receiver any ownership or licence, and doesn't commit either of us to doing any work together.
2. Information is shared as it is. Neither of us promises it's complete or accurate.
3. The discloser may seek an injunction or other urgent relief to stop a breach, as well as any other remedy.
4. This agreement is governed by the laws of Queensland.
5. Changes only take effect if we both agree in writing.
6. If we also have a master services agreement, its section 6 (Limits on liability) applies to claims under this agreement, including its limit for breaches of confidentiality and data.

How it's signed

This NDA is signed online. We email you a one-time link to our signing page on shipshapedigital.com, our operations domain. You type your name and role and tick to accept; we record the date and time, your email address, IP address, the document version and its fingerprint, and send a PDF copy to both of us.

Questions before you sign? Get in touch.