TimePlate — SlashHub Limited
Last updated: 2026-10-12 · Version 1.0.0
[placeholder]before issue. Use. For sharing source code, product plans, pricing or other secrets with partners, vendors, contractors or investors before a deal. This is a mutual NDA (both parties may disclose). For a one-way NDA (only the counterparty receives secrets, e.g. a prospective investor pitch), delete the reciprocal wording so that only[Receiving Party]has obligations.
This Mutual Non-Disclosure Agreement (the "Agreement") is between SlashHub Limited ("SlashHub")
and [Counterparty legal name] ("Counterparty"). Each is a "party" and, when receiving
information, a "Receiving Party"; when disclosing, a "Disclosing Party".
The parties wish to evaluate and discuss [a potential partnership / an integration / a vendor engagement / an investment / an acquisition] (the "Purpose") and, to do so, may disclose
confidential information to each other.
3.1 "Confidential Information" means any non-public information disclosed by one party to the other, in any form, whether or not marked confidential, including: source code, object code, technical designs, architecture, algorithms and AI models/weights; product roadmaps, know-how and trade secrets; business plans, financials, pricing, cost and margins; customer, partner and prospect lists; marketing and sales strategies; security documentation; and any Personal Data.
3.2 Confidential Information includes the existence and content of the parties' discussions and the terms of this Agreement.
Confidential Information does not include information that: (a) is or becomes public through no breach by the Receiving Party; (b) was lawfully known to the Receiving Party without a duty of confidence before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information. The burden of showing an exclusion lies on the Receiving Party.
5.1 The Receiving Party shall: (a) use the Confidential Information only for the Purpose; (b) keep it confidential with at least reasonable care (and no less than it uses for its own similar information); (c) disclose it only to its employees, officers, professional advisers and contractors who need to know for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; and (d) not reverse-engineer, decompile or extract any software, model or other materials, and not make copies except as necessary for the Purpose.
5.2 The Receiving Party is responsible for its representatives' compliance with this Agreement.
5.3 The Receiving Party shall not use the Disclosing Party's Confidential Information to develop a competing product or to train any AI model.
If the Receiving Party is required by law, a regulator or a court to disclose Confidential Information, it shall (where lawful) give the Disclosing Party prompt notice and reasonable assistance to seek a protective order, and shall disclose only the minimum required.
Where Confidential Information includes Personal Data, the Receiving Party shall process it in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and, if applicable, the GDPR, use it only for the Purpose, and not transfer it to any other jurisdiction without the Disclosing Party's written consent. This Agreement does not replace any Data Processing Agreement.
8.1 This Agreement takes effect on the date of last signature and continues for [2] years, unless
terminated earlier by either party on [30] days' notice.
8.2 The confidentiality obligations survive for 5 years after the end of the term, and indefinitely for trade secrets and Personal Data.
On the Disclosing Party's written request or the end of the term, the Receiving Party shall return or destroy the Confidential Information and, if asked, certify destruction in writing. It may retain one copy only where required by law or its bona fide compliance policies, and that copy remains subject to this Agreement.
10.1 No licence or other right in any intellectual property is granted by this Agreement, whether expressly or by implication.
10.2 Nothing in this Agreement obligates either party to enter into any further agreement, to disclose any particular information, or to proceed with any transaction.
Confidential Information is provided "as is". The Disclosing Party makes no warranty as to its accuracy or completeness and is not liable for any use of it by the Receiving Party.
The parties agree that a breach may cause irreparable harm for which damages would be inadequate, and that the Disclosing Party is entitled to seek injunctive relief (in addition to any other remedy).
This Agreement is governed by the laws of the Hong Kong SAR. Disputes are resolved by the courts of
Hong Kong, and either party may seek interim or injunctive relief from those courts. [Alternative: refer disputes to HKIAC arbitration, seat Hong Kong, one arbitrator.]
This Agreement is the entire agreement on its subject and supersedes prior confidentiality discussions (whether or not signed). If a provision is unenforceable, the rest remains. A waiver must be in writing. Neither party may assign without consent. No third-party rights are created (Contracts (Rights of Third Parties) Ordinance (Cap. 623) excluded). It may be signed in counterparts and electronically.
| SlashHub Limited | [Counterparty] | |
|---|---|---|
| Name | ||
| Title | ||
| Signature | ||
| Date |
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