Mutual Non-Disclosure Agreement

1. Parties

This agreement is made between Dot Development Bolesław Rohm, a sole trader registered in Poland and trading as Circuit Issues ("Circuit Issues"), and the company or person named as the client in the order, quotation or project agreement that refers to it (the "Client"). Each is a "party"; the one disclosing information is the "Discloser" and the one receiving it the "Recipient".

Business name

Dot Development Bolesław Rohm

Address

ul. Stanisławowska 47, 54-611 Wrocław, Poland

NIP (tax ID)

5472117485

Registry

CEIDG, REGON 382429750

Email

hello@circuit-issues.com

2. Purpose and scope

The parties exchange information to evaluate, carry out and follow up work between them (the "Purpose"): Hardware Clinic orders, custom design projects, R&D work packages and any other engagement whose order, quotation or agreement refers to this NDA. It covers information disclosed before or after acceptance in connection with the Purpose.

3. Confidential information

"Confidential Information" means all non-public information one party discloses to the other in connection with the Purpose, in any form, whether or not marked confidential, including schematics, PCB layouts, Gerber and manufacturing files, bills of materials, part lists, firmware and source code, specifications, test data, prices, volumes, supplier and customer names, business plans, and the reports, findings and tool output Circuit Issues prepares for the Client.

It does not include information that the Recipient can show:

• is or becomes publicly available other than through a breach of this NDA;
• was lawfully in its possession before disclosure, without a duty of confidentiality;
• it received lawfully from a third party who was free to disclose it; or
• it developed independently, without using the Discloser's Confidential Information.

4. Obligations

The Recipient shall:

• use the Confidential Information only for the Purpose;
• not disclose it to anyone except its own staff, and subcontractors and professional advisers, who need it for the Purpose and are bound by confidentiality obligations at least as strict as these; the Recipient is responsible for their compliance as for its own;
• protect it with at least the care it uses for its own confidential information, and never less than reasonable care, including access control and encrypted storage and transfer;
• not copy it beyond what the Purpose requires, and not reverse-engineer any sample or file received;
• tell the Discloser without delay if it learns of any unauthorised use or disclosure.

Circuit Issues may look up individual manufacturer part numbers in public distributor and part databases where the work requires it (for example an EOL replacement search). This never discloses the design, the BOM as a whole or the Client's name.

5. Disclosure required by law

The Recipient may disclose Confidential Information where the law, a court or a public authority requires it, provided it limits the disclosure to what is required and, where the law allows, tells the Discloser in advance so the Discloser can seek protection.

6. Duration

This NDA applies from acceptance until the end of the last engagement under it. The obligations in sections 3 to 5 continue for 5 years after the last disclosure, and for trade secrets (within the meaning of art. 11 of the Polish Act on Combating Unfair Competition) for as long as they remain trade secrets.

7. Return and deletion

On the Discloser's written request, and in any case when the Purpose ends, the Recipient returns or deletes the Confidential Information and confirms it in writing. For Hardware Clinic orders, Circuit Issues deletes the Client's uploaded files 90 days after delivery unless the Client asks to keep them longer. The Recipient may keep copies that the law requires it to keep (for example invoices and order records) and copies in automatic backups until they are overwritten; this NDA continues to apply to them.

8. No licence, no obligation

All Confidential Information remains the property of the Discloser. This NDA grants no licence or other right to it, except to use it for the Purpose, and does not oblige either party to enter into any further agreement. Rights to work results are governed by the order, the Terms of Service or the project agreement. Confidential Information is provided as it is, without warranty.

9. Personal data

Each party is a separate controller of the contact details of the other party's staff, as described in our Privacy Policy. Design files are not expected to contain personal data. If an engagement requires Circuit Issues to process personal data on the Client's behalf, the parties will first sign a data processing agreement under art. 28 GDPR.

10. Breach and remedies

Each party is liable for damage caused by its breach of this NDA under the Polish Civil Code. Because damages may not be an adequate remedy, the Discloser may also seek an injunction or other interim relief. Liability limits in the Terms of Service or in an order do not apply to an intentional breach of this NDA.

11. Acceptance, precedence and changes

• The Client accepts this NDA by ticking the box in the Hardware Clinic order form, by accepting a quotation or agreement that refers to it, or by signing a copy. Circuit Issues stores the version accepted, the time and the IP address with the order. Documentary form (e-mail, electronic acceptance) is sufficient.
• If the parties have also signed the Client's own NDA, the provisions more protective of the Discloser prevail where the two conflict.
• Changes require documentary form. A new version of this page applies only to engagements accepted after it is published; the version accepted for each order is shown in the order record.

12. Governing law and disputes

This NDA is governed by Polish law. Disputes are settled by the common court competent for the business address of Circuit Issues in Wrocław, without prejudice to interim relief in another competent court.

Signed copy

Need a countersigned PDF, or want us to sign your own NDA before you send anything? Write to hello@circuit-issues.com.