Mutual Non-Disclosure Agreement (NDA)

1. Purpose

This Mutual Non-Disclosure Agreement (“Agreement”) establishes the principles and obligations governing the exchange and protection of confidential information between Slackdevs (“Disclosing Party” or “Receiving Party”) and the individual or organization engaging with Slackdevs (“Client”).

Its purpose is to ensure that business information, technical documentation, source code, operational data, intellectual property, and other sensitive materials shared during professional engagements remain protected.

This document is provided for transparency and review before any formal engagement.

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by either party, whether verbally, electronically, in writing, visually, or through access to systems or repositories.

This includes, but is not limited to:

• Technical Information: Source code, software architecture, infrastructure configurations, API specifications, technical documentation, databases, algorithms, and system designs.
• Business Information: Business strategies, commercial models, pricing, financial information, customer relationships, internal processes, and operational plans.
• Product Information: Product roadmaps, prototypes, wireframes, designs, specifications, and unpublished features.
• AI & Data: AI models, prompts, system instructions, agent configurations, datasets, RAG architectures, embeddings, workflows, and proprietary AI implementations.
• Security Information: Credentials, access tokens, security configurations, vulnerabilities, infrastructure details, and incident reports.
• Other Information: Any information reasonably understood to be confidential given its nature or the circumstances of disclosure.

3. Confidentiality Obligations

Both parties agree to:

1. Maintain the confidentiality of all Confidential Information received.
2. Use such information exclusively for evaluating, discussing, or executing the potential or existing professional engagement.
3. Not disclose Confidential Information to unauthorized third parties without prior written consent.
4. Apply reasonable technical and organizational measures to prevent unauthorized access, disclosure, or misuse.
5. Restrict access to personnel and authorized collaborators who genuinely need the information and are subject to appropriate confidentiality obligations.
6. Promptly notify the other party upon becoming aware of any unauthorized disclosure or security incident involving Confidential Information.

4. Use of Artificial Intelligence and Third-Party Tools

Slackdevs may use AI-assisted development tools, software platforms, and third-party services as part of its professional workflows.

Slackdevs commits to:

• Avoid submitting client Confidential Information to public AI services or tools that may use submitted data for model training without appropriate authorization.
• Evaluate the data handling and privacy practices of AI providers before using them with client information.
• Apply appropriate data minimization and access controls.
• Avoid exposing client source code, credentials, proprietary datasets, or sensitive business information through unauthorized integrations or services.

Any use of third-party services involving client Confidential Information must be consistent with the agreed confidentiality requirements and applicable contractual arrangements.

5. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

• Was publicly available at the time of disclosure or subsequently became public through no breach of this Agreement.
• Was lawfully known before disclosure.
• Was independently developed without using or referencing Confidential Information.
• Was lawfully received from a third party without confidentiality restrictions.
• Must be disclosed under applicable law, regulation, or valid legal order, provided that advance notice is given where legally permitted.

6. Intellectual Property

Disclosure of Confidential Information does not transfer, assign, or grant any intellectual property rights or licenses to the Receiving Party.

Each party retains ownership of its pre-existing intellectual property, proprietary technologies, methodologies, tools, frameworks, and materials.

Ownership and licensing of deliverables, custom software, source code, and project-specific intellectual property will be governed by separate written agreements.

7. Data Protection and Security

Both parties agree to handle personal data and sensitive information in accordance with applicable data protection and privacy regulations.

Neither party should share production credentials, unrestricted database access, personal customer information, or other highly sensitive materials during an initial discovery conversation unless appropriate safeguards and arrangements are in place.

8. Duration and Termination

Confidentiality obligations begin when Confidential Information is disclosed under a formally executed Agreement.

Unless otherwise agreed in writing:

• Confidentiality obligations will remain in effect for three (3) years following the last disclosure.
• Trade secrets and information protected by applicable law will remain protected for as long as they retain that status.
• Upon written request, the Receiving Party will return or securely destroy Confidential Information, subject to applicable legal retention requirements.

9. No Obligation to Proceed

Nothing in this Agreement obligates either party to enter into a commercial relationship, initiate a project, purchase services, or disclose any particular information.

Any future engagement will be subject to separate commercial and contractual agreements.

10. Governing Law and Jurisdiction

The governing law and jurisdiction will be expressly agreed upon by the parties in the executed version of this Agreement.

The final Agreement may specify the laws of the Argentine Republic and the competent courts of Córdoba, Argentina, or another mutually agreed jurisdiction.

11. Formal Execution

This document is a reference copy intended to communicate Slackdevs' confidentiality principles.

It does not constitute an executed Mutual Non-Disclosure Agreement and does not create contractual obligations by merely being viewed, downloaded, or acknowledged through a discovery booking form.

A binding Mutual Non-Disclosure Agreement will be established only when both parties expressly agree to and execute a definitive version, including any necessary identification and signature details.