Non-Disclosure Agreement (NDA)

What is this agreement?

This non-disclosure agreement (NDA) is a binding legal commitment between Baumsoft SAS and the person or company sharing information with us. It establishes that everything you entrust to us during the quotation, evaluation, and development of your project is used only for that purpose and protected from third parties. It applies from the moment you send us any data through our forms or communication channels.

Key takeaways

• We use your information only to evaluate, quote, and deliver your project.
• We don't share it with third parties without your prior written consent.
• Only the staff who need it to serve you can access it.
• Confidentiality lasts throughout the business relationship and for three (3) years after it ends.
• The information you share remains yours.

Parties to the agreement

Clauses

1. Clause 1 — Purpose

   The purpose of this agreement is to protect the confidential information the Client shares with Baumsoft in order to evaluate, quote, or carry out a software development project, a technology talent service, or any other business relationship between the parties.

2. Clause 2 — Definition of confidential information

   Confidential information is any information provided by the Client, whether oral, written, graphic, electronic, or in any other format, including, among others:

   • Business ideas, business models, and commercial strategies.
   • Technical specifications, designs, mockups, and wireframes.
   • Databases, source code, credentials, and system access.
   • Financial information, and client and supplier lists.
   • Any other project-related data that is marked as confidential or that, by its nature, should be understood as such.

3. Clause 3 — Scope

   This agreement binds all employees, contractors, and representatives of Baumsoft who have access to the Client's confidential information. The confidentiality obligation extends during and after the business relationship between the parties.

4. Clause 4 — Baumsoft's obligations

   Baumsoft commits to:

   • Use the confidential information solely for the purposes of project evaluation, quotation, and execution.
   • Not disclose it to third parties without the Client's prior written consent.
   • Implement reasonable security measures to protect it against unauthorized access, including storing attached files in private, access-restricted repositories.
   • Limit access to the personnel who need it to deliver the contracted service.
   • Promptly inform the Client if it becomes aware of any unauthorized access or disclosure.

5. Clause 5 — Exceptions

   The confidentiality obligation does not apply when the information:

   • Is in the public domain at the time of disclosure.
   • Becomes public information through no fault of Baumsoft.
   • Was previously and lawfully known by Baumsoft.
   • Was independently developed by Baumsoft without using the Client's information.

6. Clause 6 — Disclosure required by law

   If a court order or competent authority requires Baumsoft to disclose confidential information, Baumsoft will notify the Client immediately, where the law allows, and will disclose only the information strictly required.

7. Clause 7 — Term

   This agreement remains in effect throughout the business relationship and for an additional period of three (3) years from the termination of the service or the last contact between the parties.

8. Clause 8 — Intellectual property

   All confidential information provided by the Client is and remains the exclusive property of the Client. Baumsoft does not acquire any intellectual property rights over the shared information. Project deliverables become the Client's property once the agreed payment is completed.

9. Clause 9 — Return or deletion of information

   Upon the Client's written request, or when the business relationship ends, Baumsoft will return or securely delete the confidential information it holds, except for any information it must retain by legal obligation.

10. Clause 10 — Breach

    In case of breach of this agreement by Baumsoft, the Client shall have the right to demand immediate cessation of the unauthorized disclosure and compensation for the damages caused, in accordance with applicable law.

11. Clause 11 — Governing law and jurisdiction

    This agreement is governed by the laws of the Republic of Colombia. Any dispute shall be resolved before the competent courts of the city of Bogotá, Colombia.

12. Clause 12 — Acceptance

    The Client accepts the terms of this agreement electronically by submitting information through our forms or communication channels. This acceptance has the same effect as a handwritten signature.