Trust Center Non-Disclosure Agreement
Draft – subject to legal review before publication. This version is not yet binding.
This is a convenience translation. Only the German version is binding (clause 12.5).
This agreement is concluded when you request access to confidential documents in the Ultido Trust Center and actively tick the box to accept it.
1 Parties
1.1 The disclosing party is ULTIDO GmbH, Rommerskirchener Straße 21, 50259 Pulheim, Germany, registered with the commercial register of the Local Court (Amtsgericht) of Cologne under HRB 128940, represented by its managing director Maximilian Lucas Arbeiter ("Ultido").
1.2 The receiving party is the company named in the access request (the "Recipient"). The person who submits the request and accepts this agreement acts on behalf of the Recipient.
2 Purpose
2.1 Ultido makes confidential information available to the Recipient solely so that the Recipient can assess Ultido's security, data protection and compliance measures with a view to an existing or potential business relationship (the "Purpose").
2.2 The Recipient uses the confidential information only for the Purpose.
3 Confidential information
3.1 Confidential information means all documents and content that Ultido provides to the Recipient through the Trust Center after acceptance of this agreement, including copies, extracts, summaries and notes the Recipient makes from them. Documents from the Trust Center carry a watermark with the notice "Confidential", the email address and company of the accepting person, the time of retrieval and a document identifier.
3.2 Confidential information does not include information that
3.2.1 is publicly known when provided, or later becomes publicly known without a breach of this agreement,
3.2.2 the Recipient can show it lawfully knew before it was provided,
3.2.3 the Recipient lawfully receives from a third party entitled to disclose it, or
3.2.4 the Recipient can show it developed independently without using the confidential information.
3.3 A party relying on an exception under clause 3.2 must prove that it applies.
4 Recipient's obligations
4.1 The Recipient keeps the confidential information secret and protects it with at least the care it applies to its own comparable information, and in any case with appropriate confidentiality measures.
4.2 The Recipient does not remove or alter any watermark, marking or document identifier.
4.3 The Recipient does not enter confidential information into services that use inputs to train models or make them available to third parties, in particular publicly available AI services.
4.4 The Recipient informs Ultido without undue delay if it becomes aware that confidential information has been disclosed or used without authorisation.
5 Permitted disclosure
5.1 The Recipient may disclose confidential information to its own employees, officers and legal, tax or technical advisers, to the extent they need it for the Purpose and are bound to confidentiality by law or contract. The Recipient is responsible for their compliance with this agreement.
5.2 If the Recipient is required to disclose confidential information by law or by an order of an authority or court, it may do so to the extent required. Where legally permitted, it informs Ultido beforehand so that Ultido can take protective measures.
5.3 The exceptions under section 5 of the German Trade Secrets Act (GeschGehG) and rights under the German Whistleblower Protection Act (HinSchG) remain unaffected.
6 No transfer of rights, no warranty
6.1 This agreement does not transfer any ownership, usage or other rights in the confidential information.
6.2 The confidential information reflects the state as of the date stated in it. By providing it, Ultido gives no warranty as to its completeness or continued accuracy. Contractual commitments arise only from a separate contract.
6.3 This agreement does not oblige either party to enter into a business relationship.
7 Return and deletion
7.1 At Ultido's request, and at the latest when the Purpose has ceased, the Recipient deletes the confidential information and destroys printouts.
7.2 This does not apply to copies the Recipient must keep under statutory retention obligations, or to copies in automated backup systems that cannot be deleted with reasonable effort. This agreement continues to apply to such copies for as long as they exist.
8 Term
8.1 This agreement applies from its acceptance.
8.2 The obligations under clauses 4, 5 and 7 end three years after confidential information was last provided to the Recipient. For information that is a trade secret within the meaning of section 2 no. 1 GeschGehG, they continue for as long as it remains one. For copies the Recipient retains under clause 7.2, they continue for as long as those copies exist.
9 Consequences of breach
9.1 Ultido's statutory claims, in particular for injunctive relief, removal and damages, remain unaffected.
10 Data protection
10.1 To evidence the conclusion of this agreement, Ultido stores the name, email address and company of the accepting person, the date and time of acceptance, the IP address, the browser identifier, the text of the acceptance checkbox, and the accepted version of this agreement with its checksum. Details are in the Trust Center privacy notice.
11 Authority
11.1 The accepting person confirms that they are authorised to represent the Recipient in concluding this agreement.
12 Final provisions
12.1 This agreement is governed by the laws of the Federal Republic of Germany.
12.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with this agreement is Cologne. For a Recipient established in Germany this applies if it is a merchant, a legal entity under public law or a special fund under public law (section 38(1) German Code of Civil Procedure); for a Recipient established in another Member State of the European Union, Article 25 of Regulation (EU) No 1215/2012 applies.
12.3 Ultido makes this agreement available for saving and printing before acceptance and sends the accepting person a copy by email after acceptance.
12.4 Amendments and additions to this agreement must be made in text form.
12.5 This agreement is available in German and English. The German version prevails.