This Mutual Non-Disclosure Agreement governs the exchange of confidential information between WISPGate and the customer, prospect, partner, vendor, or other counterparty for the purpose of evaluating, negotiating, implementing, supporting, integrating, migrating, operating, or managing WISPGate services, commercial discussions, technical assessments, onboarding, MigrationOS activities, demonstrations, proof-of-concepts, integrations, support, or related business opportunities.
Each party may disclose confidential information to the other party. The party disclosing confidential information is the disclosing party, and the party receiving confidential information is the receiving party. Each party agrees to protect the other party’s confidential information with at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care.
Confidential information includes non-public business, technical, operational, commercial, financial, customer, subscriber, network, system, security, product, pricing, roadmap, architecture, software, database, credential, API, integration, migration, support, legal, compliance, marketing, sales, strategy, and personnel information disclosed by or on behalf of a party, whether disclosed orally, visually, electronically, in writing, through access to systems, through demonstrations, through file transfer, through email, through the WISPGate platform, or by any other means.
Confidential information may include customer and subscriber data, personal information, account records, service information, billing records, operational data, network configuration information, system access information, Splynx exports, radius data, device data, topology information, support tickets, and migration data provided to WISPGate for onboarding, evaluation, implementation, support, or migration purposes. Such information shall be handled as confidential information and, where applicable, in accordance with the Data Processing Agreement, POPIA Operator Agreement, Cross-Border Transfer Addendum, Privacy Policy, Security Policy, and other applicable data protection terms.
Confidential information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available without breach of this agreement; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully received from a third party without breach of any confidentiality obligation; (d) is independently developed without use of or reference to the disclosing party’s confidential information; or (e) is approved for release in writing by the disclosing party.
The receiving party shall use confidential information only for the purpose for which it was disclosed or as otherwise permitted in writing by the disclosing party. The receiving party shall not use confidential information for unrelated commercial exploitation, resale, competitive analysis beyond the permitted purpose, unauthorized marketing, disclosure to competitors, reverse engineering, or any purpose inconsistent with this agreement.
The receiving party shall not disclose confidential information to any third party except to its employees, contractors, officers, directors, professional advisers, affiliates, subprocessors, service providers, or representatives who have a legitimate need to know for the permitted purpose and are bound by confidentiality obligations at least as protective in substance as those in this agreement. The receiving party remains responsible for any breach of this agreement by persons or entities to whom it discloses confidential information.
Access to confidential information shall be restricted to authorized personnel with a legitimate operational, legal, technical, commercial, support, migration, integration, security, or administrative need related to the permitted purpose. Each party shall maintain reasonable access controls and internal procedures designed to prevent unauthorized access, disclosure, loss, misuse, or alteration of confidential information.
Each party shall implement reasonable administrative, technical, and organizational safeguards appropriate to the nature of the confidential information. For WISPGate services, additional safeguards may include role-based access control, credential protection, encrypted communications, secure hosting practices, audit logging, backup controls, least-privilege administration, operational separation, and security procedures described in the WISPGate Security Policy.
Where either party receives credentials, API keys, administrative accounts, VPN details, server access, database access, billing system access, router access, OLT access, radius access, or other sensitive system access information, such information shall be treated as highly confidential. The receiving party shall restrict access to authorized personnel, shall not share credentials with unauthorized persons, and shall take reasonable steps to protect such information from unauthorized use or disclosure.
If the receiving party is required by law, court order, regulator, governmental authority, or legal process to disclose confidential information, it may do so only to the extent legally required. Where legally permitted, the receiving party shall provide prompt notice to the disclosing party and reasonably cooperate with efforts to seek confidential treatment, protective orders, or other appropriate safeguards.
Upon written request from the disclosing party, or upon termination of the relevant business relationship, the receiving party shall return, delete, destroy, or make inaccessible confidential information in accordance with applicable law, technical feasibility, backup cycles, legal retention requirements, dispute preservation obligations, security requirements, and the governing agreement. The receiving party may retain limited copies required for legal, audit, compliance, security, accounting, backup, or archival purposes, provided such copies remain subject to confidentiality obligations.
All confidential information remains the property of the disclosing party or its licensors, customers, subscribers, or suppliers. No license, assignment, transfer, ownership right, intellectual property right, or other right is granted by disclosure except the limited right to use confidential information for the permitted purpose.
WISPGate retains all rights in its platform, software, interfaces, workflows, automation engine, MigrationOS framework, product architecture, documentation, designs, roadmap, code, configurations, methodologies, tools, templates, and know-how. Unless otherwise agreed in writing, feedback, suggestions, or improvement ideas related to WISPGate may be used by WISPGate without restriction or obligation, provided WISPGate does not disclose the customer’s confidential information in doing so.
Where confidential information includes personal information or regulated data, the parties shall handle such information in accordance with applicable data protection laws and any applicable Data Processing Agreement, POPIA Operator Agreement, Cross-Border Transfer Addendum, service agreement, order form, privacy policy, or other signed data protection terms between the parties.
This agreement begins on the date confidential information is first disclosed or on the effective date stated in an executed version of this agreement, whichever is earlier. It continues for the duration of the parties’ discussions, evaluation, onboarding, implementation, subscription, support, partnership, or other business relationship, unless replaced by a signed agreement covering the same subject matter.
The confidentiality obligations in this agreement survive for five years after the last disclosure of confidential information. Confidential information that constitutes trade secrets, highly sensitive security information, credentials, non-public technical architecture, personal information, subscriber data, or legally protected information shall remain protected for as long as it remains non-public or protected under applicable law.
Unauthorized use or disclosure of confidential information may cause irreparable harm for which monetary damages may be insufficient. The disclosing party may seek injunctive relief, specific performance, or other equitable relief in addition to any other remedies available under the governing agreement or applicable law, without the need to prove actual damages where permitted by law.
Nothing in this agreement requires either party to proceed with any transaction, subscription, partnership, migration, integration, deployment, purchase, investment, employment, or other business arrangement. Any commercial relationship must be governed by separate written agreement or accepted order documentation.
Confidential information is provided “as is” for the permitted purpose. The disclosing party makes no representation or warranty regarding the accuracy, completeness, performance, availability, or fitness of confidential information unless expressly stated in a signed agreement.
If this agreement conflicts with a signed SaaS Subscription Agreement, Data Processing Agreement, POPIA Operator Agreement, Cross-Border Transfer Addendum, Service Level Agreement, order form, statement of work, or other executed agreement between the parties, the signed agreement that more specifically governs the subject matter shall control for that subject matter, unless expressly stated otherwise.
Neither party may assign this agreement without the other party’s prior written consent, except to an affiliate, successor, acquirer, or purchaser of substantially all relevant assets, provided the assignee assumes the assigning party’s obligations under this agreement.
Unless a signed agreement between the parties states otherwise, this agreement shall be governed by the same governing law and dispute resolution provisions applicable to the principal commercial agreement between the parties. If no principal commercial agreement exists, the governing law and forum shall be determined by the terms presented in the applicable WISPGate commercial or subscription documentation.
This agreement may be accepted electronically, through an online signatory system, through the WISPGate customer lifecycle or MigrationOS workflow, by signed PDF, by scanned signature, or by any other legally valid method agreed by the parties. Counterparts and electronic signatures shall have the same effect as originals to the fullest extent permitted by applicable law.
Questions regarding this Mutual Non-Disclosure Agreement should be directed to legal@wispgate.us.
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