INOVAZEN MONTENEGRO D.O.O.
MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
FOR CORPORATE AND BESPOKE SOFTWARE PROJECTS (B2B NDA)
Mutual Protection of Trade Secrets, Source Code Sanctity, Relational Database Architectures, and Proprietary Assets
ARTICLE 1 – PARTIES AND OFFICIAL REGISTRATION DETAILS
This Mutual Non-Disclosure and Confidentiality Agreement (hereinafter referred to as the 'Agreement') is entered into by and between the SERVICE PROVIDER whose official registration details are set forth below, and the CORPORATE CUSTOMER who procures bespoke software engineering, cloud infrastructure, database integration, UI/UX design, or IT consulting services from INOVAZEN:
- Service Provider Legal Entity: INOVAZEN MONTENEGRO D.O.O.
- Tax Identification Number (PIB): 03689158
- Registered Corporate Address: Petra Sinanovica Nagiba, Lamela 5/22 City Kvart, Podgorica / MONTENEGRO
- Official Website: me
In this Agreement, INOVAZEN MONTENEGRO D.O.O. shall be referred to as 'INOVAZEN', the client company or institution shall be referred to as the 'Customer', jointly as the 'Parties', and individually as a 'Party'.
ARTICLE 2 – PURPOSE AND LEGAL FOUNDATION
The purpose of this Agreement is to establish the legal rules, operational standards, and liability covenants governing the absolute confidentiality and non-disclosure of all commercial, technical, operational, architectural, and financial information directly or indirectly disclosed, exchanged, or accessed between the Parties—whether verbally, in writing, or electronically—during the scoping, engineering, testing, integration, and maintenance of bespoke software systems, cloud infrastructure, ERP/CRM platforms, database architectures, and technology consulting engagements.
ARTICLE 3 – DEFINITION AND DYNAMIC SCOPE OF CONFIDENTIAL INFORMATION
The following assets, data, and technical elements are conclusively acknowledged and agreed by the Parties to constitute Confidential Information:
- Confidential Information of INOVAZEN: Software source code, object code, core algorithms, compiled libraries, relational database schemas, table indexes, API endpoints, cloud server network topologies, firewall rules, vulnerability audit logs, technical architecture specifications, cost structures, and proprietary engineering methodologies.
- Confidential Information of the Customer: Active customer directories, user registries, financial balance sheets, profit-and-loss accounts, commercial pricing models, vendor lists, corporate workflows, operational datasets, and business assets ingested into the cloud database.
- Collaborative Process Information: Meeting minutes, technical memos, digital communications, test datasets, debugging logs, and administrative access credentials exchanged throughout project development.
ARTICLE 4 – EXCLUSIONS FROM CONFIDENTIAL INFORMATION
The obligations of confidentiality under this Agreement shall not apply to information that the receiving Party can establish by substantiated, written, and official documentary evidence:
- Publicly Known Assets: Was or becomes publicly available and part of the public domain through no fault, act, or omission of the receiving Party.
- Prior Lawful Possession: Was already legitimately known to or in the lawful possession of the receiving Party prior to disclosure by the disclosing Party.
- Independently Developed: Was independently developed by personnel of the receiving Party without access to, reference to, or reliance upon the disclosing Party's Confidential Information.
ARTICLE 5 – MUTUAL COVENANTS AND PROTECTIVE OBLIGATIONS
5.1. Duty of Utmost Care:
Each Party shall protect and preserve the Confidential Information of the other Party with at least the same degree of care it uses to protect its own confidential trade secrets, and in all events with no less than standard high-level cybersecurity, administrative, and physical safeguards.
5.2. Strict Purpose Limitation:
Confidential Information shall be utilized solely and strictly for the development, implementation, testing, and operation of the agreed software project and technical consulting engagement, and shall under no circumstances be used for unauthorized commercial gain or shared with competing ventures.
5.3. Need-to-Know Restriction:
Access to Confidential Information shall be restricted strictly to those employees, contractors, and technical specialists of each Party who have a direct need to know for project execution and who are bound by written non-disclosure obligations no less restrictive than those contained herein.
ARTICLE 6 – SOURCE CODE SANCTITY AND REVERSE ENGINEERING BAN
6.1. Absolute Source Code Sanctity:
The source code, database engines, algorithmic frameworks, and back-end logic of platforms developed and hosted by INOVAZEN constitute absolute proprietary trade secrets. The Customer shall not reverse engineer, decompile, disassemble, trace, extract, or reconstruct the software or its architectural logic, nor create derivative or competing software based on INOVAZEN's proprietary systems.
6.2. Prohibition of Cloning and Unauthorized Inspection:
Copying, cloning, harvesting, or exposing the functional workflows, architectural diagrams, or proprietary routines of the software to third-party developers or competitors constitutes a material breach of this Agreement.
ARTICLE 7 – COMPELLED DISCLOSURE UNDER STATUTORY ORDERS
In the event that either Party is legally compelled by a binding court order, regulatory mandate, or applicable statutory authority under Montenegrin law to disclose any Confidential Information, that Party shall—to the extent legally permissible—provide immediate written notice to the other Party prior to disclosure, and shall disclose solely the minimum quantum of information strictly required by law, taking all reasonable measures to ensure confidential treatment.
ARTICLE 8 – RETURN AND CERTIFIED DESTRUCTION OF ASSETS
Upon completion of the project, termination of the business relationship, or receipt of a written demand from the disclosing Party, the receiving Party shall promptly return or permanently destroy (and certify such destruction in writing within seven (7) business days) all documents, physical materials, test databases, backup media, and credential records containing Confidential Information. INOVAZEN's statutory duty to retain mandatory accounting, invoicing, and audit transaction records pursuant to Montenegrin law is expressly reserved.
ARTICLE 9 – DURATION AND SURVIVAL OF CONFIDENTIALITY
This Agreement enters into full legal force on the date of execution or electronic approval.
The confidentiality covenants, source code protections, and non-disclosure obligations set forth herein shall survive the termination, cancellation, or expiration of the underlying commercial relationship and remain fully binding and enforceable for a continuous period of five (5) calendar years thereafter.
ARTICLE 10 – CONTRACTUAL PENALTY AND INJUNCTIVE RELIEF
10.1. Irrevocable Contractual Penalty:
In the event that either Party directly or indirectly breaches any obligation of confidentiality, data protection, source code sanctity, or the reverse engineering covenants under this Agreement, the breaching Party shall immediately pay to the non-breaching Party a liquidated contractual penalty of not less than fifty thousand Euros (EUR 50,000) in lump sum, without requiring any formal default notice, judicial ruling, or proof of actual damages.
10.2. Full Recovery of Surplus and Consequential Damages:
Payment of the contractual penalty shall not prejudice or limit the non-breaching Party's statutory right to claim full compensation for actual damages, commercial losses, reputational damage, and lost profits exceeding the penalty amount, nor restrict its right to seek immediate interim injunctive relief from competent courts.
ARTICLE 11 – NON-SOLICITATION OF PERSONNEL AND SPECIALISTS
Throughout the active business engagement and for a period of two (2) years following the termination thereof, neither Party shall directly or indirectly solicit, recruit, employ, hire as an independent contractor, or entice away any software engineer, architect, designer, or project manager of the other Party who participated in the project, without prior written authorization.
In the event of a breach of this provision, the breaching Party shall pay to the non-breaching Party liquidated damages equivalent to the gross annual salary (including statutory benefits) of the solicited individual for the preceding twelve (12) months.
ARTICLE 12 – ELECTRONIC EVIDENCE, GOVERNING LAW AND EXCLUSIVE JURISDICTION
12.1. Electronic Evidence Stipulation:
In any judicial or arbitral proceeding, INOVAZEN server access logs, automated database transaction trails, electronic communications, and cryptographic timestamps shall constitute conclusive, binding, and primary evidence.
12.2. Governing Law and Exclusive Forum:
This Agreement shall be governed by and construed in accordance with the substantive laws of Montenegro. All disputes, claims, or controversies arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Commercial Court of Montenegro in Podgorica (Privredni sud Crne Gore) and the Podgorica Enforcement Offices.
12.3. Enforceability and Execution:
This Agreement consists of twelve (12) comprehensive articles and becomes immediately effective and legally enforceable upon electronic acceptance via inovazen.me or upon bilateral execution with authorized corporate signatures and corporate stamps.
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SERVICE PROVIDER |
CORPORATE CUSTOMER |