When you toggle "NDA required" on a project posting, this is what gets e-signed. Mutual, Delaware-governed, two-year term, no IP assignment, no non-compete. You can read the whole thing below in about five minutes.
MUTUAL NON-DISCLOSURE AGREEMENT
hitlooper · platform NDA · v0.1
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the
date a Hitlooper claims an NDA-required project on the hitlooper platform
("Effective Date") by and between the project requester ("Disclosing Party")
and the Hitlooper who claims the project ("Receiving Party"). Each is a
"Party"; collectively, the "Parties."
1. PURPOSE
The Parties wish to enable the Disclosing Party to share confidential
business and technical information with the Receiving Party for the limited
purpose of completing the user-testing, agent-evaluation, or product-feedback
session described in the project posting (the "Purpose").
2. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any information disclosed by the Disclosing
Party to the Receiving Party in connection with the Purpose, whether orally,
in writing, by screen recording, or otherwise, that is identified as
confidential or that a reasonable person would understand to be confidential
given its nature and the circumstances of disclosure. Confidential
Information includes, without limitation: product features not yet released,
internal designs, code, business plans, financial information, customer
lists, and any pre-release URL or build.
3. EXCLUSIONS
Confidential Information does not include information that: (a) was publicly
known at the time of disclosure; (b) becomes publicly known after disclosure
through no fault of the Receiving Party; (c) was in the Receiving Party's
lawful possession prior to disclosure; (d) was independently developed
without use of or reference to Confidential Information; or (e) is required
to be disclosed by law, subpoena, or court order (with prompt written notice
to the Disclosing Party where legally permitted).
4. OBLIGATIONS
The Receiving Party agrees to: (a) hold Confidential Information in strict
confidence; (b) use Confidential Information solely for the Purpose;
(c) take reasonable measures to protect Confidential Information at least as
protective as it takes with its own confidential information of like
importance, and in no event less than reasonable care; (d) not disclose
Confidential Information to any third party; and (e) not reproduce or store
Confidential Information outside of the hitlooper platform except as
necessary for the Purpose.
5. TERM
This Agreement is effective from the Effective Date and shall remain in
effect for two (2) years thereafter, except that obligations regarding any
Confidential Information constituting a trade secret shall continue for as
long as such information remains a trade secret under applicable law.
6. NO LICENSE; NO IP ASSIGNMENT
Nothing in this Agreement grants the Receiving Party any license, ownership,
or assignment of intellectual property rights in the Confidential
Information. All right, title, and interest in the Confidential Information
remain with the Disclosing Party.
7. NO NON-COMPETE
This Agreement does not restrict the Receiving Party from working on,
investing in, or building products in the same general field as the
Disclosing Party. The only restriction is the use and disclosure of the
Disclosing Party's specific Confidential Information.
8. RETURN OR DESTRUCTION
Upon written request from the Disclosing Party, the Receiving Party shall
promptly return or destroy all Confidential Information in its possession,
including any recordings, transcripts, notes, or copies, and certify such
return or destruction in writing. Recordings stored on the hitlooper
platform are deleted upon written request to support@hitlooper.com (via the
contact form, intent "support").
9. NO WARRANTY
All Confidential Information is provided "as is." The Disclosing Party makes
no representations or warranties as to the accuracy or completeness of any
Confidential Information.
10. REMEDIES
The Parties acknowledge that money damages may be insufficient to remedy a
breach of this Agreement and that the Disclosing Party shall be entitled to
seek injunctive relief and other equitable remedies, without the necessity
of posting a bond.
11. GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of
the State of Delaware, without regard to its conflict-of-laws principles.
12. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter and supersedes all prior discussions and
agreements. Any amendment must be in writing and signed by both Parties.
13. NO PARTNERSHIP
This Agreement does not create a partnership, agency, joint venture, or
employment relationship between the Parties.
14. SEVERABILITY
If any provision of this Agreement is held to be unenforceable, the
remaining provisions shall continue in full force and effect.
15. PLATFORM ACKNOWLEDGEMENT
The Parties acknowledge that hitlooper (operated by hitlooper, a Delaware
entity) provides this template as a convenience and is not a party to the
Agreement between Disclosing Party and Receiving Party. hitlooper assumes no
liability for the use, interpretation, or enforcement of this Agreement.
By claiming an NDA-required project on the hitlooper platform, the
Receiving Party affirms that they have read, understood, and agree to be
bound by this Agreement with respect to that project. The Disclosing Party
affirms the same by toggling "NDA required" on the project posting form.
For V1 there's exactly one NDA template — the one above. If your counsel needs something specific (an industry rider, EU clauses), tell us via the contact form and we'll triage. Otherwise this covers ~99% of pre-launch software work.