This Non-Disclosure Agreement ("NDA") is between ("Client") and REDTEAM ("Service Provider"), each a "Party" and together the "Parties", for the purpose of evaluating and performing an offensive security engagement.
"Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, or electronic, including but not limited to: security findings and vulnerabilities; system architecture, credentials, and access details; business, financial, and technical information; personnel data; and all evidence, logs, and artifacts produced during the engagement.
Confidential Information does not include information that: (a) is or becomes public through no breach of this NDA; (b) was rightfully known before disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the Confidential Information. Disclosure required by law, regulation, or court order is permitted with prompt notice to the other Party, to the extent lawful.
This NDA takes effect on the date of last signature and survives for years from the end of the engagement, or longer for data protection obligations under applicable law, including the Personal Data Protection Act 2010 (Malaysia).
Upon written request or the end of the engagement, each Party shall return or securely destroy the other's Confidential Information, including copies and derivatives, and confirm destruction in writing. Retention obligations under law or audit requirements are excepted.
Nothing in this NDA grants any license or right in or to any intellectual property of either Party. All findings, reports, and deliverables are the property of the Service Provider until paid in full, at which point deliverables commissioned by the Client are licensed to the Client for internal security purposes.
Each Party acknowledges that breach of this NDA may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching Party may seek injunctive relief in addition to other remedies.
This NDA is governed by the laws of Malaysia, and the Parties submit to the exclusive jurisdiction of the courts of Malaysia.
This NDA, together with the Statement of Work, Rules of Engagement, and Authorization Form, constitutes the entire agreement between the Parties on confidentiality. No modification is effective unless in writing and signed by both Parties.
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