Legal

Mutual Non-Disclosure Agreement

Last updated 3 July 2026

This is Thirvu's standard mutual NDA template. Our own details are completed below; the fields for the other party are shown in brackets. You are welcome to review it, sign it as-is, or propose your own version. We recommend both parties have it reviewed by a qualified advisor before signing. First published version, 3 July 2026.

Parties

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into by:

1. Thirvu Solutions B.V., KvK 96575778, BTW NL867668386B01, with its visiting address at Ceintuurbaan 15, 8022 AW Zwolle, the Netherlands, contact: mail@thirvu.com; and
2. [Counterparty legal name], registered under [registration number], with its registered office at [address].

Each party may disclose ("Disclosing Party") or receive ("Receiving Party") Confidential Information under this Agreement.

1. Purpose

1.1 The parties wish to exchange information to evaluate, and where agreed execute, a potential collaboration concerning AI, software, and related services (the "Purpose").

2. Confidential Information

2.1 "Confidential Information" means all information disclosed by or on behalf of the Disclosing Party to the Receiving Party in connection with the Purpose, in any form, that is marked as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. This includes business plans, technical information, software, source code, models, know-how, designs, pricing, and customer information.

2.2 Information disclosed orally is Confidential Information if it is identified as confidential at the time of disclosure or confirmed as confidential in writing within 14 days.

3. Exclusions

3.1 Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already lawfully known to the Receiving Party without a duty of confidentiality before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

4. Obligations

4.1 The Receiving Party: (a) uses Confidential Information solely for the Purpose; (b) protects it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care; (c) does not disclose it to third parties without the Disclosing Party's prior written consent; and (d) limits access to its employees and advisers who need it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement.

4.2 The Receiving Party notifies the Disclosing Party without undue delay upon becoming aware of any unauthorised use or disclosure of Confidential Information.

5. Compelled disclosure

5.1 If the Receiving Party is required by law, regulation, or a court or authority order to disclose Confidential Information, it may do so to the extent required, provided it gives the Disclosing Party prompt written notice where legally permitted, and reasonably cooperates in limiting the disclosure.

6. No license, no obligation

6.1 All Confidential Information remains the property of the Disclosing Party. No license or other right under any intellectual property is granted under this Agreement.

6.2 Nothing in this Agreement obliges either party to disclose information or to enter into any further agreement.

6.3 Neither party gives any warranty as to the accuracy or completeness of its Confidential Information.

7. Return or destruction

7.1 At the Disclosing Party's first written request, and in any event when the Purpose ends, the Receiving Party returns or destroys all Confidential Information and copies, and confirms this in writing on request. The Receiving Party may retain copies required by law or by reasonable, documented backup policies, subject to the confidentiality obligations of this Agreement for as long as they are retained.

8. Term and survival

8.1 This Agreement enters into force on the date of the last signature and remains in force for two (2) years, unless terminated earlier in writing.

8.2 The confidentiality obligations survive for five (5) years from the date of each disclosure. For Confidential Information that qualifies as a trade secret, the obligations continue for as long as the information remains a trade secret.

9. Penalty

9.1 If the Receiving Party breaches its obligations under Section 4, 5, or 7, it forfeits to the Disclosing Party an immediately payable penalty of EUR 25,000 (twenty five thousand euro) per breach, plus EUR 2,500 (two thousand five hundred euro) for each day the breach continues, without judicial intervention or prior notice of default being required.

9.2 In deviation from Article 6:92 of the Dutch Civil Code, the penalty does not affect the Disclosing Party's right to claim full compensation of its actual damages insofar as these exceed the penalty, nor its right to claim performance or any other remedy.

10. General

10.1 Neither party may assign this Agreement without the other party's written consent.

10.2 A failure to enforce a provision of this Agreement is not a waiver of it.

10.3 This Agreement contains the entire agreement between the parties regarding the confidentiality of the information exchanged for the Purpose and replaces any earlier arrangements on that subject.

11. Governing law and court

11.1 This Agreement is governed by Dutch law. Disputes arising from or in connection with this Agreement are submitted to the competent court of the Rechtbank Overijssel, location Zwolle, the Netherlands.

Signatures