Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (the “Agreement”) is entered into between IQmates, hereinafter referred to as the “Disclosing Party,” and the tester, hereinafter referred to as the “Receiving Party,” collectively referred to as the “Parties,” in connection with the user testing of the IQmates platform.

1. Purpose of Disclosure: The Disclosing Party intends to share confidential and proprietary information related to the updated IQmates platform, including but not limited to new features, functionalities, and other non-public information (hereinafter referred to as the “Confidential Information”), with the Receiving Party for the sole purpose of conducting user testing.
2. Obligations of the Receiving Party: The Receiving Party agrees to the following obligations regarding the Confidential Information:
   • Non-Disclosure: The Receiving Party shall maintain the strict confidentiality of the Confidential Information received during the user testing process. This includes refraining from disclosing, distributing, reproducing, or transmitting any part of the Confidential Information to any third party without prior written consent from the Disclosing Party.
   • Restricted Use: The Receiving Party shall use the Confidential Information solely for the purpose of conducting user testing and providing feedback to the Disclosing Party. The Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to personal gain or competitive advantage.
   • Standard of Care: The Receiving Party shall exercise reasonable care and take necessary precautions to protect the Confidential Information from unauthorized access, use, or disclosure.

3. Exclusions: The obligations of non-disclosure and restricted use shall not apply to any portion of the Confidential Information that:
   • Was already known to the Receiving Party prior to its disclosure by the Disclosing Party.
   • Becomes publicly available through no fault of the Receiving Party.
   • Is lawfully obtained by the Receiving Party from a third party without any confidentiality obligations.
   • Is required to be disclosed by law, regulation, or a valid court order, provided that the Receiving Party provides prompt written notice to the Disclosing Party to enable them to seek a protective order or other appropriate remedy.

4. Return of Confidential Information: Upon the request of the Disclosing Party or upon the termination of the user testing process, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in their possession, including any notes, documents, or electronic files containing such information, and provide written certification of compliance with this requirement.
5. Term and Termination: This Agreement shall remain in effect for the duration of the user testing process and shall survive the termination or completion of such testing. Either party may terminate this Agreement with written notice if there is a material breach by the other party.
6. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of South Africa. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of South Africa.
7. Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning the Confidential Information and supersedes all prior negotiations, agreements, or understandings, whether oral or written, relating to the subject matter hereof.

By submitting your interest to provide feedback, the Parties acknowledge that they have read and understood this Agreement and agree to be bound by its terms.