Non-Disclosure Agreement
NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (“Agreement”) is concluded between:
DIGITAL DIALOG SRL, also operating under the brand FitForm, IDNO 1014600028208, having its registered office at Lev Tolstoi 74, office 3, Chisinau, Republic of Moldova (hereinafter the “Company” or the “Disclosing Party”),
and
You, an individual (hereinafter the “Expert” or the “Receiving Party”).
The Company and the Expert are collectively referred to as the “Parties.”
1. Terms and Definitions
For the purposes of this Agreement:
“Confidential Information” means:
1.1 Information, including trade secrets and know-how, which has actual or potential commercial value, is unknown to third parties, is not legally publicly accessible, and for which the parties take all necessary measures to maintain confidentiality.
1.2 Confidential information includes, but is not limited to, information disclosed to the Receiving Party orally, in writing, electronically, magnetically, via audiovisual media, or through demonstrations or presentations.
1.3 All discussions related to confidential information/data that occur before, during, or after the disclosure of such information.
1.4 Confidential information includes, but is not limited to: scientific, commercial, and business data relating to the Disclosing Party and affiliates; know-how; formulas; processes; drafts; sketches; photographs; diagrams; drawings; technical specifications; reports; models; client lists; price lists; research; acquired data; software; inventions; ideas; information related to samples, prototypes, models, marketing or promotion of any product or service; business policies; business plans; practices; information received from third parties and treated as confidential; information obtained during visits to the Disclosing Party’s properties or affiliates; and information exchanged during negotiations.
“Derivatives” means any materials created by the Receiving Party from the direct use of the Confidential Information provided by the Disclosing Party, including adaptations, translations, summaries, improvements, or direct modifications. This clause does not apply to independently developed ideas or solutions that do not directly reproduce Confidential Information.
“Trade Secret” means business-related information about the Disclosing Party or its affiliates, the disclosure of which may cause harm. Trade secrets may take the form of intellectual activity results (know-how) or non-creative but commercially restricted information, such as: primary accounting documents, interim financial reports, client lists, personal data, agreements, offers, organizational plans, internal management structures, correspondence, and other information not publicly available. Unless otherwise stated, the Parties shall establish trade secret status for all information obtained and used during execution of obligations under their agreements.
“Know-how” means results of the Disclosing Party’s intellectual activity protected as trade secrets, including unpublished scientific-technical results, technologies, engineering processes, market information, sales knowledge, research, methodologies, or organizational solutions.
“Losses” means expenses incurred or to be incurred to restore an infringed right, as well as lost profits.
“Disclosure” means any prohibited action or omission resulting in Confidential Information becoming known to third parties or being used or communicated to them. The signing date of this Agreement is the date specified in the preamble.
“Permitted Purpose” means:
• evaluation of the nature and scope of services related to software product development;
• conclusion and performance of a definitive agreement for software product development.
2. Obligations of the Parties
2.1. The Disclosing Party provides Confidential Information to the Receiving Party, who must not disclose it to any third party without written permission.
2.2. Information is provided for the purpose of concluding and performing a future software development agreement for services related to:
Digital Creator (IT Product Developer) on the FitForm Platform – including www.fitform.life, the FitForm app, and any other sites operated or owned by DIGITAL DIALOG SRL.
2.3. The Receiving Party shall not disclose Confidential Information obtained before, during, or after execution of the software development agreement to third parties, employees, affiliates, agents, or representatives.
2.4. Any intellectual property created by the Receiving Party specifically for the software development project, including source code, technical documentation, or custom solutions, becomes the exclusive property of the Disclosing Party.
This does not affect the Receiving Party’s rights to Pre-existing Technologies, which may still be used freely outside the project.
2.5. The Receiving Party agrees not to disseminate any information gained from or about the Disclosing Party.
2.6. The Receiving Party shall not enter into contracts related to the project with the Disclosing Party’s employees, suppliers, clients, contractors, or agents for 1 year after this Agreement terminates.
2.7. Confidentiality obligations apply both before and after termination of this Agreement.
3. Protection and Use of Confidential Information
3.1. The Receiving Party will apply industry-standard protective measures to safeguard Confidential Information.
3.2. The Receiving Party will take all necessary steps to prevent leaks, theft, distortion, falsification, loss, unauthorized copying, destruction, or alteration of Confidential Information.
3.3. Copies or summaries may only be made as strictly required for the Permitted Purpose and will be treated as Confidential Information.
3.4. Disclosure is not considered a breach if:
• the information was already known through legal sources and can be proven;
• the information is required by a competent governmental authority or court order;
• the information must be disclosed under applicable law.
3.5. If disclosure is legally required, the Receiving Party shall notify the Disclosing Party promptly (unless legally prohibited) so that preventive measures may be taken.
3.6. Ownership and possession rights to the Confidential Information belong exclusively to the Disclosing Party.
3.7. All tangible media containing Confidential Information must be returned or destroyed upon request or immediately after termination.
3.8. All Confidential Information is provided “as is,” without warranties of accuracy or suitability. The Disclosing Party is not liable for losses resulting from its use.
3.9. Disclosure of information does not grant any intellectual property rights or licenses.
3.10. The Parties acknowledge that Confidential Information is a valuable commercial asset.
3.11. The Receiving Party may not give interviews or make public statements affecting Confidential Information without prior written consent.
4. Liability
4.1. The Receiving Party is liable for unauthorized disclosure and must compensate the Disclosing Party for damages.
4.2. The Receiving Party must immediately notify the Disclosing Party of any threat of disclosure and assist in preventing it.
4.3. A breaching Party must notify the other Party immediately and stop the harmful action.
4.4. The Receiving Party must fully compensate all losses caused by leaks, theft, distortion, destruction, or misuse of Confidential Information.
4.5. Monetary damages may be insufficient; the Disclosing Party has the right to seek equitable remedies, including injunctions.
4.6. If it is impossible or difficult to calculate damages, the Receiving Party must pay a penalty of USD 30,000 or the total gross salary received during employment (whichever is higher), within 30 calendar days of notification.
4.7. The Parties mutually authorize the processing of personal data provided under this Agreement in accordance with Moldovan data protection law, including international transfers and storage on third-party servers.
4.8. Each Party guarantees that it obtained all necessary consents before transferring any personal data and is responsible for informing the individuals concerned.
5. Terms
5.1. This Agreement enters into force on the acceptance date and remains valid throughout the collaboration and for 10 years after fulfillment of the last obligation arising from the Parties’ transactions.
6. Dispute Resolution
6.1 This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Moldova.
6.2 All disputes shall be subject to the exclusive jurisdiction of the Moldovan courts.
7. Final Provisions
7.1. This Agreement operates together with confidentiality provisions contained in any civil contracts between the Parties. Where specific provisions differ, this contract terms prevail.
7.2. Neither Party may assign its rights or obligations without prior written consent.
7.3. In the event of reorganization, all rights and obligations transfer to the legal successor.
7.4. The Receiving Party agrees to comply with the Platform’s policies, rules, and operational guidelines, which may be updated periodically for technical, legal, or operational reasons. The Company will notify the Receiving Party of any material changes. Continued use of the Platform constitutes acceptance of such updates.
7.5. This Agreement may be issued in Romanian, English, and Russian. In the event of any inconsistency or conflict between the different language versions, the Romanian version shall prevail and shall serve as the legally binding reference.
7.6. This Agreement is valid and fully enforceable when approved online, including acceptance during registration on the FitForm Platform or through any integrated electronic acceptance mechanism, all of which have equal legal value.
