Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between SelahNex Audits and the undersigned party (“Receiving Party” and “Disclosing Party,” collectively the “Parties”).

1. Purpose

The Parties wish to exchange confidential information solely for the purpose of evaluating, discussing, or performing audit, assessment, readiness, or related professional services (“Purpose”).

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by either Party, whether oral, written, electronic, or visual, including but not limited to:

• Business, technical, or operational information

• Audit materials, reports, findings, or evidence

• Security, risk, or compliance-related information

• Client, vendor, or partner information

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement

• Was lawfully known prior to disclosure

• Is independently developed without reference to Confidential Information

• Is rightfully received from a third party without obligation of confidentiality

3. Obligations of the Parties

Each Party agrees to:

• Use Confidential Information solely for the stated Purpose

• Protect Confidential Information with reasonable care, no less than that used for its own confidential information

• Restrict access to authorized personnel with a legitimate need to know

• Not disclose Confidential Information to third parties without prior written consent, unless required by law

4. Data Handling & Security

Confidential Information may be handled and stored digitally using secure systems, including encryption in transit and at rest where appropriate.

The Parties acknowledge that:

• No sensitive physical documents are required to be stored at either Party’s facilities

• Reasonable administrative, technical, and organizational safeguards shall be maintained

5. Legal & Regulatory Disclosure

Disclosure of Confidential Information may occur if required by law, regulation, court order, or regulatory authority, provided reasonable notice is given where permitted.

6. Ownership & No License

All Confidential Information remains the property of the Disclosing Party.
This Agreement does not grant any license, ownership, or intellectual property rights.

7. Independence & Professional Integrity

Nothing in this Agreement shall impair professional independence, objectivity, or ethical obligations applicable to audit or assessment activities.

8. Term & Survival

This Agreement becomes effective on the date of last signature and remains in effect for three (3) years.
Confidentiality obligations shall survive termination of this Agreement.

9. No Warranty

Confidential Information is provided “as is,” without representation or warranty as to accuracy or completeness.

10. Governing Law

This Agreement shall be governed by the laws of the applicable jurisdiction agreed upon by the Parties, without regard to conflict-of-law principles.

11. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding confidentiality and supersedes prior discussions or agreements related to the subject matter.

Signatures

SelahNex Audits
Authorized Representative: ________________________
Title: ________________________
Signature: ________________________
Date: ________________________

Other Party
Authorized Representative: ________________________
Organization: ________________________
Signature: ________________________
Date: ________________________