Mutual non-disclosure agreement

The parties and the scope of this agreement

This agreement binds two parties: whoever publishes this site, and whoever contacts it through one of the forms. Both are called “Party” here, and what follows applies to one exactly as it applies to the other.

It comes from a concrete fact: people who write to us about working together usually describe what they are doing — a project, a dataset, a working hypothesis — and we reply describing method, tools and limits. Information travels in both directions, so the protection has to work in both directions.

It covers the exchange that starts with the contact: the message sent through the form, the reply, and any conversation that follows, on whichever channel it continues.

It does not cover the public content of this site, which stays public. The labs, the texts, the figures and the published code remain readable by anyone and do not become confidential because of this agreement.

What counts as confidential information

Confidential information is whatever one Party communicates to the other during the exchange, in any form: written, spoken, in an attachment, on a shared screen or on a call.

It includes, by way of example, projects and working hypotheses, data and historical series, code and technical documentation, internal methods and procedures, information about clients, suppliers and collaborators, and any commercial terms discussed.

Information does not need to be marked “confidential” in order to be confidential. Requiring an explicit marking would leave out everything said out loud, which in a conversation is almost everything.

What is not confidential information

The obligations below do not apply to:

• what is already public, or becomes public without either Party having broken this agreement;
• what the receiving Party already knew before the exchange, and can show it knew;
• what a Party develops on its own, without using the information received from the other;
• what a third party lawfully communicates, without itself being bound to confidentiality;
• what a legal provision, a supervisory authority or a court order requires to be disclosed.

In the last case, the Party required to disclose tells the other before doing so, where the law allows it, and discloses only what is required.

The obligations, and they are mutual

As regards the information it receives from the other, each Party does not disclose it to third parties without the written consent of whoever communicated it, does not use it for purposes other than the exchange it came from, and keeps it with the same care it uses for its own confidential information — and in any case with no less than ordinary care.

Information may circulate inside a Party’s own organisation only among those who genuinely need to know it for the exchange in hand, and provided they are bound to at least equivalent confidentiality. The Party sharing it answers for the conduct of those who receive it.

On the other Party’s written request, and in any case at the end of the exchange, each Party shall give back or destroy the material received. The exception is copies that a legal obligation or a retention procedure requires to be kept: those stay covered by this agreement for as long as they exist.

If a Party becomes aware that confidential information has been disclosed or used improperly, it tells the other without delay. That is the condition for limiting the damage, and it works in both directions.

Duration

The agreement applies from the moment the message is sent and for as long as the exchange continues.

The confidentiality obligations stay in force for three years after the end of the exchange. The term is stated and not open-ended: a commitment without an expiry is hard to enforce and, above all, would leave both Parties not knowing how long they are bound for.

Protections the law grants regardless of this agreement remain unaffected — starting with those on trade secrets and confidential business information — and they have a duration of their own.

Either Party may withdraw at any time by written notice to the other. Withdrawal ends the exchange, not the obligations already arisen on information already communicated.

What this agreement is not

It transfers ownership of nothing. Information communicated stays with whoever communicated it, and receiving it grants no right over it.

It grants no licence, express or implied, over patents, trade marks, copyright or any other intellectual property right.

It obliges neither Party to conclude anything: it is not a preliminary contract, not an undertaking to collaborate, not a promise of an engagement. Both Parties stay free to end the conversation without having to account for it.

It is not a services contract and it describes no deliverables. If a collaboration comes of it, that will have a contract of its own, with its own subject matter and its own terms.

It contains no form of personalised investment consultancy and promises none. What this site is and what it is not is written out in full in the scope disclaimer, which is another of this site’s legal documents; it is not summarised here, because a scope stated in two places states two different scopes at the first revision.

It is not a condition for being contacted back. Anyone who prefers to write without a non-disclosure agreement unticks the box in the form and gets the same reply: the agreement protects the exchange, it does not filter who may use it.

Governing law and venue

This agreement is governed by Italian law.

Any dispute falls under the courts of the place of domicile of whoever publishes this site, stated in the privacy notice. It will become the courts of the registered office on the day a company exists.

If a clause turns out to be void or ineffective, the others stay valid: in its place the statutory rule closest to the Parties’ intention applies.

The Italian and English versions say the same thing: should a discrepancy emerge, the Italian version prevails.

How to exercise your rights, and who to write to

For anything concerning this agreement — giving material back, a notice of withdrawal, reporting an improper disclosure — the address is info@cryptoverso.net.

The written notices referred to in this text are validly sent to that address and to the mailbox the other Party wrote from.

This text changes when what it describes changes. The revision date at the top of the page is the date of the last substantive change, and it is the version the consent record keeps alongside the choice made in the form: years later it stays provable not only that a choice was made, but on which text.