Mutual NDA

We publish this Mutual NDA so prospects, partners, auditors, and reference customers can read the form before they ask for a signed copy. Most NDA exchanges across the SaaS industry could be replaced by a single line in an email referencing the Bonterms standard. We agree, and this is how we do it.

How to use this NDA

There are two paths.

1. You are reviewing the form. Read the Bonterms Mutual NDA standard at bonterms.com/standard/bonterms-mutual-nda-v1. The cover-page values we propose are listed below. If they work for you, request execution by emailing legal@duocircle.com with your legal entity name and the name and email of your authorized signer.
2. You need a counter-signed PDF. Email legal@duocircle.com with the same information. We will return a counter-signed copy within one business day in most cases. We use DocuSign or PandaDoc; if you have a preferred signing platform, name it in your email and we will accommodate.

If your organization requires its own NDA form, send it. We accept reasonable customer paper without comment in the great majority of cases.

Proposed cover-page values

Field	Value
Provider party	DuoCircle LLC, a Delaware limited liability company
Provider notice address	5965 Village Way, Suite 105-234, San Diego, CA 92130, United States, attention: Legal
Provider email for notices	legal@duocircle.com
Effective Date	The date the NDA is fully countersigned, or, if accepted by reference in an email exchange, the date of the accepting email
Term	Two years from the Effective Date
Confidentiality Period	Three years from the date of disclosure for general Confidential Information; the Confidential Information remains protected for as long as it qualifies as a trade secret under applicable law
Permitted Purpose	Evaluating, negotiating, executing, performing, or terminating a current or potential business relationship between the parties
Governing Law	State of California, without regard to conflict-of-laws principles
Courts	Federal and state courts of San Francisco County, California, with exclusive jurisdiction

What this NDA does and does not cover

This NDA covers Confidential Information exchanged in connection with evaluating, negotiating, or performing a business relationship. It does not cover:

• Personal data processed by DuoCircle on Customer’s behalf, which is governed by the Data Protection Addendum
• DuoCircle’s confidentiality obligations to its own customers, vendors, or employees, which are governed by separate agreements
• Confidentiality of marketing or sales materials that are otherwise publicly available

Why we publish this

A standing public NDA matters for two reasons. First, it short-circuits the most common procurement-stage delay in SaaS deals: the back-and-forth on NDA form. Second, it signals what to expect from the rest of our paperwork. The same approach applies to our Cloud Terms, SLA, and DPA: standard, vetted, transparent, fast.