Review your confidentiality agreement before paying for your audit.
Between BSENSE SARL, SIREN 888 741 360, 1 place Vieille, 06300 Nice, France, represented by Guillaume Cheneau, and the inventor identified below.
The Parties may exchange information solely to assess the Inventor’s product idea and provide the associated written audit. The audit is conducted personally by Guillaume Cheneau on behalf of BSense.
Confidential Information means non-public information disclosed by either Party in any form for the Purpose, including ideas, concepts, sketches, specifications, designs, prototypes, technical, commercial and financial information, and notes or analyses derived from them. Information disclosed orally or visually is included.
The receiving Party will use Confidential Information only for the Purpose, protect it with reasonable care at least equal to that used for its own comparable confidential information, and not disclose it to another person without prior written consent, except where legally required or as expressly authorized in section 4. Within BSense, access to the Inventor’s confidential product information is limited to Guillaume Cheneau. No manufacturing supplier, factory or employee will participate in the audit or receive that information without the Inventor’s prior written consent. Copies are limited to those reasonably necessary for the Purpose.
Guillaume Cheneau personally assesses the Inventor’s product idea and determines the audit’s conclusions. BSense will not share the Inventor’s Confidential Information with manufacturing suppliers or factories without the Inventor’s prior written consent. By signing this agreement, the Inventor authorizes BSense to disclose Confidential Information to external service providers used to prepare the audit, including to draft and organize the report, as reasonably necessary for that purpose. BSense remains responsible for protecting Confidential Information under this agreement. General communications, storage and electronic-signature services may also be used to administer this agreement and the audit.
These obligations do not apply to information the receiving Party can demonstrate was public without breach, lawfully known before disclosure, lawfully received from a third party without a confidentiality obligation, or independently developed without use of the Confidential Information. If disclosure is required by law or a competent authority, the receiving Party will, where legally permitted, give prompt notice and disclose only what is required.
The disclosing Party retains its rights. No intellectual property right or licence is granted except the limited right to use information for the Purpose. On written request, the receiving Party will promptly return or delete Confidential Information, except copies required by law or retained in routine backups until their normal deletion; retained copies remain protected. Each Party may retain the signed agreement and signing evidence.
This agreement takes effect when both Parties have signed, before payment, and applies for two years from the date of the last signature. Confidentiality and restricted-use obligations continue for five years from each disclosure, and thereafter for trade secrets for as long as legally protected.
Neither Party is obliged to disclose information or enter another agreement. This NDA does not itself order an audit, establish a payment obligation, or guarantee any result. Audit terms are agreed separately.
French law governs this agreement, subject to mandatory consumer protections that may apply. Disputes are subject to the courts having jurisdiction under applicable law. The Parties may sign electronically; each receives or can access a copy and signing evidence.
Please do not submit confidential product details until both Parties have signed.