§1 Parties and purpose
This Mutual Non-Disclosure Agreement ("NDA") is entered into between the customer identified in the signature block ("Customer") and PowerQuant ApS, CVR 46274067, Denmark ("PowerQuant"). Purpose: to enable the parties to exchange information in connection with evaluating and performing the Design Partner Agreement / main agreement (the "Purpose"). Each party may be a disclosing and a receiving party.
§2 Confidential Information
"Confidential Information" means non-public information disclosed by either party in connection with the Purpose, 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
§6 Standard of care
Receiving party protects Confidential Information with at least the same degree of care it uses for its own confidential information of similar nature, and never less than reasonable care, and notifies the disclosing party without undue delay upon becoming aware of any unauthorised use or disclosure.
§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.
§8 No license, no warranty, no obligation
No license or other intellectual-property right is granted under this NDA. Confidential Information is provided "as is" without warranty. Nothing in this NDA obliges either party to enter into the Design Partner Agreement or any other agreement.
§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.
Changelog: v1.0 (2026-06-12) — komplet aftale; afløser skelet-versionen. Næste planlagte revision: efter ekstern advokat-gennemgang Q3 2026.