1. Parties
This Mutual Non-Disclosure Agreement ("Agreement") is entered into between:
NexusNext AI ("NexusNext")
and
the company requesting access to demonstrations, evaluations, pilot projects, commercial discussions or technical information (the "Company").
Each a "Party", together the "Parties". Each Party may act as a disclosing party ("Disclosing Party") or a receiving party ("Receiving Party").
2. Purpose
The Parties intend to discuss a potential commercial relationship involving the NexusNext AI platform, including software demonstrations, pilot projects, AI functionality, sourcing solutions, quotation systems, production planning, manufacturing intelligence and related technologies. To facilitate these discussions, each Party may disclose Confidential Information.
3. Definition of Confidential Information
"Confidential Information" includes, but is not limited to:
Business information
- pricing, quotations and commercial terms;
- customer lists and supplier information;
- commercial strategy, business plans and market analysis;
- financial information.
Technical information
- software, source code, object code and APIs;
- databases, architecture, workflows and algorithms;
- AI models, prompts, AI agents and product roadmap;
- documentation, screenshots and recordings.
Manufacturing information
- CAD files, STEP files and drawings;
- production methods, machining strategies and cycle times;
- machine data, tooling and manufacturing costs;
- quotations, ERP information and supplier offers.
Customer information
- uploaded files, purchase history and communication;
- emails, production documents and internal procedures.
Confidential Information includes both written and oral information, as well as information observed during demonstrations.
4. Ownership
Each Party retains full ownership of all Confidential Information disclosed under this Agreement. Nothing in this Agreement transfers ownership, intellectual property rights or licensing rights.
5. Customer Data
All Customer Data remains exclusively owned by the Company. NexusNext acquires no ownership rights whatsoever over Customer Data. Customer Data includes drawings, CAD models, PDFs, quotations, ERP exports, emails, production data, machine information, supplier information, manufacturing documentation and uploaded files.
6. Obligations of the Receiving Party
The Receiving Party agrees to:
- maintain strict confidentiality;
- use the information solely for evaluation purposes;
- prevent unauthorised disclosure;
- protect the information using reasonable security measures;
- restrict access to employees who have a legitimate business need;
- ensure such employees are bound by confidentiality obligations.
7. Restrictions
The Receiving Party shall not:
- disclose Confidential Information to third parties;
- publish screenshots;
- record demonstrations without written consent;
- distribute software documentation;
- share credentials;
- disclose benchmark results;
- copy workflows or reproduce business logic.
8. Reverse Engineering
The Receiving Party shall not reverse engineer, decompile, disassemble or inspect the internal architecture of the NexusNext platform, extract prompts, recreate AI workflows, reconstruct algorithms, or attempt to build competing software based on information obtained during the evaluation, except to the extent such restriction is not permitted under mandatory applicable law.
9. Artificial Intelligence
NexusNext confirms that Customer Data shall not be used to train public AI models or foundation models, nor for resale, commercial exploitation or publication, unless explicit written permission has been granted by the Company.
10. Anonymous Statistics
NexusNext may use aggregated and fully anonymised statistical information solely for software improvement, performance optimisation and anonymous benchmarking. No customer shall ever be identifiable.
11. Intellectual Property
All intellectual property relating to NexusNext AI remains the exclusive property of NexusNext, including software, architecture, AI agents, prompts, source code, interfaces, databases, documentation, trademarks, logos and know-how. No licence is granted except the limited evaluation right expressly agreed.
12. Evaluation Access
Access to demonstrations, trial environments or pilot systems does not constitute a software licence. Evaluation access may be suspended or terminated at any time.
13. Non-Circumvention
The Receiving Party agrees not to intentionally use Confidential Information to bypass NexusNext by directly exploiting disclosed suppliers, partners or proprietary commercial arrangements learned solely through the evaluation, unless those relationships were already independently known or publicly available.
14. Security
The Parties shall implement appropriate technical and organisational measures to protect Confidential Information from unauthorised access, loss or disclosure.
15. Mandatory Disclosure
Where disclosure is required by law or court order, the Receiving Party shall disclose only the minimum legally required information and shall promptly notify the other Party where legally permitted.
16. Return or Destruction
Upon request or upon termination of discussions, the Receiving Party shall promptly return Confidential Information or securely destroy it, except where retention is required by law.
17. No Warranty
Confidential Information is provided "as is". Nothing in this Agreement guarantees product availability, future functionality, commercial release or software completeness.
18. Limitation of Rights
Nothing in this Agreement obligates either Party to enter into a commercial agreement, purchase software or continue negotiations.
19. Duration
This Agreement enters into force upon signature. The confidentiality obligations shall remain in effect for five (5) years after the last disclosure of Confidential Information, unless a longer period is required by law or agreed in writing. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
20. Remedies
The Parties acknowledge that unauthorised disclosure may cause irreparable harm. The injured Party may seek injunctive relief, damages, legal costs and any other remedies available under applicable law.
21. Governing Law and Jurisdiction
This Agreement shall be governed by Belgian law. Any disputes shall be submitted to the competent courts of Belgium, unless the Parties agree otherwise in writing.
22. Entire Agreement
This Agreement constitutes the entire understanding concerning confidentiality between the Parties regarding the evaluation of NexusNext AI. Any amendments must be made in writing and signed by both Parties.