Mutual Non-Disclosure Agreement
This is the Mutual NDA referenced throughout syntropicmargin.com. It takes effect when you accept it in the Syntropic Executive Portal by typing your full legal name and selecting Accept. Please review it in full before signing. See also the 48-Hour Diagnostic Audit Agreement and our Privacy Policy.
This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of the date of electronic acceptance (the "Effective Date") between Syntropic Margin ("Syntropic") and the company or organization on whose behalf the accepting individual accepts this Agreement (the "Counterparty") (each a "Party", together the "Parties"). The individual accepting represents and warrants that he or she is authorized to bind the Counterparty.
1. Purpose
The Parties wish to explore a potential engagement under Syntropic's 48-Hour Diagnostic Audit and, if the Parties so agree in a subsequent signed engagement, Syntropic's Margin Defender services (the "Purpose"). This Agreement governs all exchange of Confidential Information in connection with the Purpose.
2. Confidential Information
"Confidential Information" means all non-public information disclosed by or on behalf of a Party (the "Discloser") to the other (the "Recipient"), in any form, before or after the Effective Date, that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Without limitation, Confidential Information includes: (a) supplier and vendor cost sheets; (b) special-price-agreement (SPA) and rebate files; (c) historical quotations, RFQs, and bid records; (d) pricing, cost, and margin data; (e) customer and supplier identities and terms; (f) product, inventory, and ERP data; (g) the existence, content, and results of the Diagnostic Audit; and (h) the terms of this Agreement.
3. Exclusions
Confidential Information does not include information that: (a) is or becomes public through no act or omission of the Recipient; (b) was rightfully known by the Recipient, without restriction, before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or (e) is required to be disclosed by law, regulation, or valid court or governmental order, provided that the Recipient gives the Discloser prompt written notice where lawful, and discloses only the minimum required.
4. Obligations of the Receiving Party
The Recipient will: (a) use Confidential Information solely for the Purpose; (b) protect it using at least the same degree of care it uses for its own confidential information of like kind, and no less than reasonable care; (c) disclose it only to employees, contractors, and professional advisers who have a 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 disassemble any materials, software, or samples constituting or containing Confidential Information, except as expressly authorized in writing.
5. Data Processing; No Model Training
Each Party acknowledges that the other's Confidential Information remains the Discloser's property. Without limiting Section 4: (a) the Recipient will not use, and will not permit any third party to use, the Discloser's Confidential Information, including uploaded files and artifacts derived from them, to train, fine-tune, or improve any artificial-intelligence or machine-learning model made available to the public or to any third party; (b) processing of Counterparty materials by Syntropic will occur only within an isolated single-tenant processing environment established for the Counterparty (the "AST Tenant"), logically separated from every other client's environment; and (c) no Confidential Information will be used for advertising, benchmarking, or publication.
6. Retention; 30-Day Auto-Shred
Unless the Parties enter a signed engagement providing otherwise: (a) uploaded audit materials and working artifacts derived from them will be destroyed or irreversibly de-identified within thirty (30) days after delivery of the audit briefing or termination of discussions, whichever is earlier; (b) a summary of findings may be retained by Syntropic in de-identified, aggregate form; and (c) upon written request, Syntropic will certify destruction in writing.
7. No License; No Warranty
All Confidential Information remains the property of the Discloser. No license or other rights are granted except the limited right to use Confidential Information for the Purpose. Confidential Information is provided "as is", without warranty of accuracy or completeness.
8. No Obligation
Nothing in this Agreement requires either Party to enter into any further agreement, to proceed with any transaction, or to disclose or accept any information.
9. Equitable Relief
Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. The Discloser is therefore entitled to seek injunctive or other equitable relief, without the requirement of posting a bond, in addition to all other remedies available at law.
10. Term and Survival
This Agreement begins on the Effective Date and continues for three (3) years. Confidentiality obligations apply for three (3) years from each disclosure, and indefinitely for trade secrets to the extent protected by applicable law. Sections 5, 6, 7, 9, and 11–14 survive termination or expiration.
11. Notices
Notices under this Agreement may be given by email to the addresses the Parties exchange in connection with the Purpose (including audit@syntropicmargin.com for notices to Syntropic), and are deemed received one business day after sending.
12. Electronic Signature and Records
The Parties consent to electronic execution and records. Typing a full legal name in the Syntropic Executive Portal and selecting "Accept" constitutes a valid signature for all purposes. The Parties waive any objection to the use of electronic records or signatures under applicable statutes, including the U.S. E-SIGN Act and applicable Canadian electronic-commerce legislation.
13. Governing Law
This Agreement is governed by the laws of the jurisdiction in which Syntropic Margin maintains its principal place of business, without regard to its conflict-of-laws rules, and the Parties submit to the exclusive jurisdiction of the competent courts of that jurisdiction.
14. General
This Agreement is the entire agreement of the Parties regarding its subject matter and supersedes all prior discussions and understandings. Amendments must be in a writing signed by both Parties. Neither Party may assign this Agreement without the other's written consent, except to a successor in connection with a merger or sale of substantially all assets, with notice to the other Party. If any provision is held unenforceable, the remainder continues in effect. A waiver of any breach is not a waiver of any other breach.