Mutual NDA — eight clauses, 24-month term, HKIAC.

Eight clauses — each one paragraph.

1. §1 Mutual non-disclosure.

   Each party (the "Receiving Party") agrees to hold the Confidential Information of the other party (the "Disclosing Party") in strict confidence and to use it solely for the purposes of evaluating, scoping, or performing a Service engagement under /legal/terms/. "Confidential Information" includes: account credentials, intake-questionnaire content, financial information, customer-list-derivative material, board minutes shared during the voice-match interview, trade secrets, business plans, and any information designated in writing as confidential at or before disclosure.

   In plain English: Both sides promise to keep each other’s private information secret and to use it only for working together on a service engagement. For you, that private information covers things like your login details, what you put in the intake questionnaire, your finances, customer lists, and any board papers shared during the voice-match interview.

2. §2 Confidentiality term.

   The obligations in this Agreement survive for 24 months from the date of each disclosure, except for trade secrets — which remain confidential for as long as they qualify as trade secrets under applicable law. The 24-month term aligns with the AICD/IoD-grade buyer audience (board cycles run 12-24 months) and the Toptronic engagement horizon (annual prepay + quarterly check-in cadence per /legal/terms/ §3).

   In plain English: This secrecy promise lasts for 2 years after each piece of information is shared, except for genuine trade secrets, which stay protected for as long as they remain secret. The 2-year length is chosen to match how board cycles and our yearly engagements typically run.

3. §3 Permitted carve-outs.

   The confidentiality obligation does not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully in the Receiving Party's possession before receipt from the Disclosing Party, evidenced by written records; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by a court order or regulatory authority — in which case the Receiving Party shall give prompt written notice to the Disclosing Party (where lawful) so the Disclosing Party may seek a protective order.

   In plain English: The secrecy duty does not cover information that is already public, that the other side already lawfully had (with written proof), that they worked out on their own without using your information, or that a court or regulator legally forces them to hand over. In that last case they must warn the other side first (where the law allows) so it can try to protect the information.

4. §4 No license.

   Nothing in this Agreement grants the Receiving Party any licence, ownership, or right of use in the Disclosing Party's Confidential Information beyond the limited evaluation/performance purpose stated in §1. All intellectual-property rights remain with the Disclosing Party.

   In plain English: Sharing information under this agreement does not give the other side any ownership of it or any right to use it beyond the agreed purpose. You keep all of your intellectual-property rights.

5. §5 Return or destruction.

   Within 30 days of (a) the termination of any engagement under /legal/terms/, or (b) written demand from the Disclosing Party — whichever is earlier — the Receiving Party shall return all Confidential Information in its possession or destroy it (and certify the destruction in writing). Backup copies that cannot reasonably be erased shall remain subject to the obligations in §1 and §2 until the next scheduled overwrite cycle.

   In plain English: Within 30 days of the work ending, or sooner if asked in writing, each side must give back or securely destroy the other’s confidential information (and confirm the destruction in writing). Anything stuck in backups that cannot easily be wiped stays protected until the next routine overwrite.

6. §6 Injunctive relief.

   The parties acknowledge that breach of confidentiality may cause irreparable harm for which monetary damages are inadequate. Accordingly, either party may seek injunctive relief from a court of competent jurisdiction, in addition to any other remedy at law or in equity, without the requirement to post bond.

   In plain English: Because leaking confidential information can cause harm that money alone cannot fix, either side can ask a court to step in and order the leak stopped, on top of any other legal remedy, without having to lodge a financial bond first.

7. §7 Governing law and dispute resolution.

   This Agreement is governed by Hong Kong law. Disputes shall be resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its administered arbitration rules. Sole arbitrator for disputes under USD 500,000; three-arbitrator panel above. Seat of arbitration: Hong Kong. Language: English. This is the same forum as the Service Agreement at /legal/terms/ §16.

   In plain English: The agreement follows Hong Kong law, and any dispute is settled by private arbitration at the Hong Kong International Arbitration Centre (one arbitrator for disputes under USD 500,000, three above that), held in Hong Kong and conducted in English, the same as our main service agreement.

8. §8 Acceptance and execution.

   This Agreement may be executed in counterparts. Payment of a Toptronic pre-paid invoice constitutes the Buyer's signature to, and full acceptance of, this Agreement and all Toptronic conditions of service then in force; the paid invoice serves as the signed customer agreement. If you do not agree to any condition, do not pay the invoice. An electronic record of payment has the same legal effect as a wet-ink signature.

   In plain English: You do not need to sign a paper or a separate e-signature form. When you pay one of our pre-paid invoices, that payment is your signature and your full acceptance of this agreement and all our service terms; the paid invoice is the signed customer agreement. If you do not agree with any condition, simply do not pay the invoice.