§2 Confidential Information
"Confidential Information" means non-public information disclosed by either party in connection with the Design Partner Agreement, including:
- Customer's AI-system inventory + risk-assessment + supplier list
- Customer's employee names + roles + access-permissions (within AI inventory)
- PowerQuant's RAG corpus + ingest pipelines + Council prompts
- PowerQuant's customer list (existing + prospective)
- Pricing under the Design Partner Agreement
NOT confidential:
- Information already public
- Information independently developed without reference to Confidential Information
- Information obtained from a third party not bound by confidentiality
- Information that becomes public through no fault of receiving party
§3 Term
5 years from disclosure of any specific item, regardless of Design Partner Agreement termination.
§4 Use restrictions
Receiving party may use Confidential Information only:
- To perform obligations under the Design Partner Agreement
- For internal business purposes related to the Agreement
- NOT for any competitive purpose
- NOT to develop competing products
§5 Disclosure restrictions
Receiving party may disclose Confidential Information only to:
- Its employees + contractors with a need-to-know
- Its legal counsel + auditors bound by confidentiality
- On legal compulsion (court order, regulatory subpoena), with prior written notice to disclosing party where legally permitted
§7 Return or destruction
Upon termination of the Design Partner Agreement, within 30 days:
- Return all Confidential Information in tangible form
- Permanently delete all electronic copies
- Provide written certification of return/destruction
- EXCEPT: PowerQuant may retain Customer-related entries in the Ed25519 audit-log (redacted) for the durations specified in the DPA §11.
§9 Equitable relief
Breach of confidentiality may cause irreparable harm; monetary damages may be inadequate. Either party may seek injunctive relief in addition to damages.
§10 Liability
Liability cap from Design Partner Agreement applies, EXCEPT for breaches of this NDA, which are NOT capped (cap-inversion).
§11 General
Standard severability + entire-agreement + governing law: Denmark, courts: Copenhagen.