1. Overview
This Non-Disclosure Agreement ("NDA") is entered into between VIBECODE AUDIT ("Receiving Party") and the client ("Disclosing Party") submitting code or project information for audit. This agreement governs the confidential treatment of all information shared during the audit engagement.
2. Definition of Confidential Information
"Confidential Information" includes, but is not limited to:
- Source code, application architecture, and technical documentation.
- Database schemas, API keys, credentials, and environment configurations.
- Business logic, trade secrets, and proprietary algorithms.
- User data, customer information, and business plans.
- Any other information designated as confidential by the Disclosing Party.
3. Obligations of the Receiving Party
VIBECODE AUDIT agrees to:
- Treat all Confidential Information with the same degree of care as its own confidential information, and no less than reasonable care.
- Use the Confidential Information solely for the purpose of performing the agreed-upon audit services.
- Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party.
- Limit access to Confidential Information to team members directly involved in the audit engagement.
- Notify the Disclosing Party promptly in the event of any unauthorized disclosure or use of Confidential Information.
4. Exclusions
Confidential Information does not include information that:
- Is or becomes publicly available through no fault of the Receiving Party.
- Was already known to the Receiving Party prior to disclosure.
- Is independently developed by the Receiving Party without use of the Confidential Information.
- Is disclosed with the prior written approval of the Disclosing Party.
- Is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prompt notice to the Disclosing Party.
5. Data Handling and Deletion
We take data handling seriously:
- All source code and project files are accessed through secure channels.
- Code is reviewed in isolated environments and is not stored permanently.
- Upon completion of the audit, all copies of the Confidential Information (including source code) are deleted from our systems within 30 days, unless otherwise agreed upon in writing.
- Upon request, we will provide written confirmation of data deletion.
6. Term and Duration
The obligations of confidentiality under this NDA shall survive the completion of the audit engagement and remain in effect for a period of two (2) years from the date of disclosure, or until the Confidential Information no longer qualifies as confidential, whichever comes first.
7. Remedies
The Disclosing Party acknowledges that any breach of this NDA may cause irreparable harm for which monetary damages may be insufficient. In the event of a breach, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law.
8. Governing Law
This NDA shall be governed by and construed in accordance with applicable laws. Any disputes arising under this agreement shall be resolved through good-faith negotiation, and if necessary, through binding arbitration.
9. Automatic Application
By purchasing any audit service from VIBECODE AUDIT, you acknowledge and agree that this NDA automatically applies to all Confidential Information shared during the engagement. No separate signature is required. If you require a custom or mutual NDA, please contact us before submitting your code.
10. Contact Us
If you have questions about this NDA or need a custom confidentiality agreement, please contact us at hello@vibecode-audit.com.