MUTUAL NON-DISCLOSURE BASELINE

Effective Date: August 22, 2026

This Mutual Non-Disclosure Baseline (“Baseline”) sets out the confidentiality obligations that apply automatically between you and us for every engagement, without needing a separate signed NDA for standard projects. For particularly sensitive engagements, we're also glad to sign a project-specific NDA, which will control over this Baseline to the extent of any conflict.

1. What Counts as Confidential Information

Confidential Information includes any non-public business, technical, financial, or strategic information disclosed by either party in connection with an engagement — including but not limited to business plans, pricing, source code, designs, client data, and internal processes.

2. What's Excluded

Confidential Information does not include information that:

• Was already known to the receiving party without an obligation of confidentiality
• Is or becomes publicly available through no fault of the receiving party
• Is independently developed by the receiving party without reference to the disclosing party's information
• Is rightfully received from a third party without a duty of confidentiality
• Must be disclosed by law, regulation, or valid legal process (with notice to the other party where legally permitted)

3. Obligations

Each party agrees to use the other's Confidential Information only for the purposes of the engagement, to protect it with reasonable care, and not to disclose it to third parties except to employees, contractors, or advisors who need it to perform the engagement and are bound by similar confidentiality obligations.

4. Duration

Trade secrets: Confidentiality obligations for information that qualifies as a trade secret continue indefinitely, for as long as the information remains a trade secret.

All other Confidential Information: Confidentiality obligations continue for 3 years from the date of disclosure or the end of the engagement, whichever is later.

5. Remedies

Both parties acknowledge that a breach of this Baseline may cause harm that monetary damages alone cannot fully remedy, and that the non-breaching party may seek injunctive relief in addition to any other remedies available under the Master Terms of Service.

6. Relationship to a Signed Project NDA

This Baseline applies automatically to every engagement. If the parties separately execute a project-specific Non-Disclosure Agreement, that signed NDA governs to the extent its terms conflict with this Baseline.

7. Contact Us

Questions about this Baseline can be sent to legal@navritu.digital.