One way, in your favour. You disclose, we protect. You carry no obligation under it, which is why there is nothing here to negotiate. Read it, then accept at the bottom.
CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING
Version 1.0 · Given by Silent Key Technologies, trading as Kontraplus · In favour of the Discloser
1. Parties. This undertaking is given by Silent Key Technologies, trading as Kontraplus (the Recipient) in favour of the Discloser (the Discloser), and takes effect on the date of acceptance recorded below.
2. Purpose. The Discloser wishes to provide contract documents to the Recipient so that the Recipient may carry out a commercial and contractual review and issue a report. That review, and nothing else, is the Purpose.
3. Confidential Information. All contracts, subcontracts, tender documents, correspondence, programmes, rates, pricing, valuations, claims and any other material the Discloser provides, in any form, together with everything the Recipient derives from it, including the report itself, and the fact that the review is taking place at all.
4. The Recipient's obligations. The Recipient shall: (a) keep the Confidential Information secret and use it only for the Purpose; (b) disclose it to no third party without the Discloser's prior written consent; (c) restrict access to a single named reviewer identified to the Discloser, and not subcontract, offshore or delegate the work; (d) hold it on encrypted storage and never transmit it by unsecured email; and (e) apply no lesser standard of care than it applies to its own most sensitive commercial information.
5. No conflict. Once the Recipient has received Confidential Information relating to a contract, the Recipient shall not accept an engagement from the counterparty to that contract in relation to that contract or that project, at any time.
6. No publicity. The Recipient shall not refer to the Discloser, the project, or the engagement in any marketing material, case study, presentation, portfolio or public statement, whether named or anonymised, without the Discloser's prior written consent for each use.
7. Return and destruction. On the Discloser's written request the Recipient shall delete or return all Confidential Information within five business days and confirm in writing that it has done so, save for one archival copy where a mandatory record keeping obligation requires it, which remains subject to this undertaking.
8. Exclusions. Clause 4 does not apply to information that is public other than through the Recipient's breach, was lawfully in the Recipient's possession before disclosure without a duty of confidence, or is required to be disclosed by law or by a competent authority, in which case the Recipient shall notify the Discloser first where it is lawful to do so.
9. Duration. This undertaking binds the Recipient from acceptance and continues for five years from the date of the last disclosure.
10. No advice, no representation. Kontraplus provides commercial and contractual analysis. It is not a law firm, it does not provide legal advice or representation, and nothing in the review creates a lawyer and client relationship. Where a matter requires a legal opinion the report will say so.
11. No obligation on the Discloser. The Discloser gives no undertaking under this document, grants no licence or right in the Confidential Information, and is under no obligation to disclose anything or to proceed with any engagement.
12. Law. This undertaking is governed by the laws of the Kingdom of Saudi Arabia and the courts of Riyadh have exclusive jurisdiction.
13. Electronic acceptance. The parties agree that acceptance by ticking the box below and typing a full name constitutes a valid electronic signature and binds the Recipient, and that the record generated on acceptance is admissible evidence of it.
Tick the box and type your full name exactly as entered in step one.