Mutual Non-Disclosure Agreement

Version 2026-10 · applies to hyphenhw.com, the client portal and H-Bot

This Mutual Non-Disclosure Agreement (“Agreement”) is between [HyphenHW legal entity name], [address] (“HyphenHW”), and the company on whose behalf you accept it in the HyphenHW client portal (“Client”). Each is a “Party”; the Party sharing information is the “Discloser” and the Party receiving it is the “Recipient”. You confirm you are authorized to accept it for Client. If the Parties have signed a separate NDA, the signed NDA controls where the two differ.

1. Purpose

The Parties will exchange information to evaluate and perform component risk assessment, sourcing and procurement management, new-product-introduction (NPI) program support and related services (the “Purpose”).

2. Confidential Information

“Confidential Information” means non-public information disclosed by either Party, in any form, that is marked confidential or that a reasonable person would understand to be confidential. It includes bills of materials (BoMs), schematics, designs, product plans, build schedules and volumes, pricing, quotes, supplier and contract-manufacturer relationships, test results, and the content of portal messages.

It does not include information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidentiality; (c) the Recipient develops independently without using the Discloser’s information; or (d) the Recipient lawfully receives from a third party without a duty of confidentiality. Public catalog data about a part (for example a manufacturer part number, distributor stock or lead time) is not Confidential Information on its own, but the fact that a part is on Client’s BoM is.

3. Obligations

• Use Confidential Information only for the Purpose.
• Protect it with at least reasonable care, and no less care than the Recipient uses for its own similar information.
• Share it only with employees, contractors and advisers who need it for the Purpose and are bound by confidentiality duties at least as protective as these.
• HyphenHW may share the minimum necessary with suppliers, distributors, contract manufacturers and logistics providers to perform the services Client requests (for example sending part numbers and quantities for a quote), and with the service providers listed in the Privacy Policy that host and run the portal.

4. Required disclosure

If law or a court requires the Recipient to disclose Confidential Information, it may do so after giving the Discloser prompt notice (where legally allowed) so the Discloser can seek protection, and it will disclose only what is required.

5. Return and deletion

On written request, the Recipient will delete or return the Discloser’s Confidential Information, except copies kept in routine backups or required by law or record-keeping duties, which stay subject to this Agreement until deleted in the normal course.

6. Export control

Neither Party will send technical data controlled under the U.S. International Traffic in Arms Regulations (ITAR), or controlled under the Export Administration Regulations above EAR99, through the portal, chat or H-Bot without a prior written agreement on how it will be handled. Each Party complies with export-control and sanctions laws that apply to it.

7. No license, no warranty

Disclosure grants no license or ownership in the Discloser’s information or intellectual property. Confidential Information is provided “as is”.

8. Term

This Agreement covers disclosures while the Parties work together. Obligations last three (3) years after the last disclosure, and for trade secrets, as long as they remain trade secrets under applicable law.

9. Remedies

Unauthorized use or disclosure may cause harm that money damages cannot fully remedy, so the Discloser may seek injunctive relief in addition to other remedies.

10. General

This Agreement is governed by the laws of [State], excluding conflict-of-law rules. It is the Parties’ entire agreement on confidentiality for the Purpose, except a signed NDA as noted above. Acceptance in the portal (including the date, time, version and account) is a binding electronic signature.

Questions: hello@hyphenhw.com