concluded on [DATE] in [CITY] between:
- [COMPANY/BUYER NAME], with its registered office at [ADDRESS], registered under number [REGISTRATION NUMBER, e.g., KRS/NIP], represented by [FULL NAME OF REPRESENTATIVE], hereinafter referred to as the „Disclosing Party”,
and
- Contractors.es sp. z o.o., entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court in Bydgoszcz, XIII Commercial Division of the National Court Register, under KRS number 0001219274, NIP 5543043884, REGON 543878653, represented by the President of the Management Board Paweł Bukowski, hereinafter referred to as the „Receiving Party”.
§ 1. Subject of the Agreement
- The purpose of this Agreement is to protect confidential information disclosed between the Parties in connection with the use of the Contractors.es service or any collaboration related to its operation.
- „Confidential Information” includes any technical, financial, commercial, organizational, or other data disclosed orally, in writing, electronically, or in any other form, which the Disclosing Party designates as confidential or which by its nature should be considered confidential.
- The Disclosing Party acknowledges that: a) the Contractors.es service is hosted on servers located in the subcontractor’s data center; b) some data may be processed by subcontractors, including artificial intelligence, to provide application features such as document OCR; c) any further subcontracting of data will be communicated to the Disclosing Party via the list of subprocessors: https://contractors.es/us/subprocesors/, and lack of consent to such subcontracting may result in termination of the collaboration.
§ 2. Obligations of the Receiving Party
- The Receiving Party undertakes: a) to keep all Confidential Information received from the Disclosing Party confidential and not disclose it to any third party without the prior written consent of the Disclosing Party; b) to use the Confidential Information solely for purposes related to the execution of the agreement or collaboration; c) to ensure that employees or collaborators of the Receiving Party who have access to Confidential Information are bound to protect it under terms at least as strict as those set out in this Agreement.
- The Receiving Party is fully responsible for any damages resulting from a breach of confidentiality obligations by its employees, collaborators, or subcontractors.
- The Receiving Party undertakes to inform the Disclosing Party of any material changes regarding the processing of Confidential Information.
§ 3. Exclusions from Confidentiality
- The confidentiality obligation does not apply to information that: a) was publicly available at the time of disclosure or became publicly available independently of the Receiving Party; b) was lawfully disclosed to the Receiving Party by a third party without breaching this Agreement; c) was known to the Receiving Party prior to disclosure by the Disclosing Party; d) must be disclosed pursuant to applicable law, court order, or administrative authority decision, provided that the Disclosing Party is notified in advance of such obligation.
- In the event of a breach of Confidential Information due to unauthorized access (e.g., by third parties via the infrastructure of the Disclosing Party or the Receiving Party), the Receiving Party undertakes: a) to immediately notify the Disclosing Party of the incident, no later than 48 hours after its detection; b) to take all technically, organizationally, and legally possible actions to mitigate the breach and minimize further risk. The Receiving Party shall not be liable for damages caused by unauthorized access to Confidential Information unless the damage results from gross negligence or intentional misconduct by the Receiving Party. The Disclosing Party agrees to use the service as intended, including securing its devices and user account access.
§ 4. Term of the Agreement
- This Agreement comes into effect on the date it is signed by both Parties.
- The obligation of confidentiality shall remain in effect for 5 years from the end of collaboration between the Parties, unless a longer period is required by law.
§ 5. Return or Destruction of Confidential Information
- Upon termination of collaboration, the Receiving Party undertakes to permanently delete all received Confidential Information within 30 days.
- The Receiving Party shall confirm the return or destruction of the information in writing upon the request of the Disclosing Party.
§ 6. Final Provisions
- Matters not regulated by this Agreement shall be governed by the laws of Poland.
- Disputes arising from this Agreement shall be resolved by the court competent for the seat of the Receiving Party.
This Agreement is concluded electronically through electronic acceptance.