This Confidentiality Agreement ("Agreement") governs the treatment of confidential information exchanged between TF Intelligence Platform S.R.L. ("Company") and users of the Agro Capital Standard platform ("Recipient").
"Confidential Information" includes: (a) proprietary risk models, algorithms, and scoring methodologies, (b) non-public API specifications and system architecture, (c) client portfolio data and loan parameters submitted via the platform, (d) business terms, pricing, and partnership arrangements, (e) any information marked as "Confidential" or reasonably understood to be confidential.
Confidential Information does not include information that: (a) is or becomes publicly available without breach, (b) was known to the Recipient before disclosure, (c) is independently developed without reference to confidential materials, (d) is required to be disclosed by law or regulation.
The Recipient shall: (a) use Confidential Information solely for purposes of using the ACS Platform, (b) restrict access to authorized personnel on a need-to-know basis, (c) apply at least the same degree of care as for its own confidential information, and no less than reasonable care, (d) not disclose to third parties without prior written consent.
Both parties commit to maintaining appropriate technical and organizational measures to protect Confidential Information, including encryption, access controls, and audit logging consistent with industry standards.
Confidentiality obligations survive termination of platform access for a period of 5 (five) years, except for trade secrets which remain protected indefinitely.
Upon termination of the relationship or upon request, the Recipient shall promptly return or destroy all Confidential Information and certify destruction in writing.
The parties acknowledge that breach of this Agreement may cause irreparable harm. The disclosing party shall be entitled to seek injunctive relief in addition to any other legal remedies.
This Agreement is governed by the laws of the Republic of Moldova. Disputes shall be resolved in the courts of Chișinău.
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