Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “NDA”) is made directly between the client and mentor identified in the applicable United Mentors engagement record (each a “Party”, together the “Parties”). It applies only to that engagement unless the Parties agree otherwise in writing.

United Mentors provides the technical Platform and may preserve the record of electronic actions, but is not a party to this bilateral NDA. A user acting for a company or another person confirms that they have authority to bind that person.

This public version is the English-language template for the international Platform. For an individual engagement, the Parties must both expressly accept the version recorded in the relevant workspace or sign a separate written copy.

Information may be disclosed only to assess, prepare, perform or review the mentoring engagement and to resolve a related dispute (the “Purpose”). “Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) in any form that is marked confidential or should reasonably be understood to be confidential from its nature or context.

It includes, for example:

• business plans, strategies, pricing, financial data, customer and supplier information;
• product, technology, security, source-code, research and know-how information;
• methods, models, presentations, documents and other intellectual-property materials;
• personal data and private professional or personal information; and
• the contents of requests, sessions, messages, files, notes, recordings and summaries.

Confidential Information does not include information that the Receiving Party can prove with written records: became public other than through a breach of this NDA; was lawfully known before disclosure without a duty of confidence; was lawfully received from a third party without a duty of confidence; was independently developed without use of the Confidential Information; or was approved for disclosure in writing by the Disclosing Party.

This NDA does not prevent a Party from using general skills, experience and knowledge retained in unaided memory, provided it does not disclose or reproduce the other Party’s specific Confidential Information.

The Receiving Party will:

• use Confidential Information only for the Purpose and only as necessary;
• protect it with at least the same care used for its own similar information and no less than reasonable care;
• not disclose it to any third party except as this NDA permits;
• not make audio/video recordings, transcripts or screenshots of sessions or materials without prior written permission of everyone concerned;
• not upload it to public AI services, public datasets or training-enabled tools; and
• notify the other Party and United Mentors at hello@unimentors.ru within 24 hours after discovering unauthorised access, use or disclosure.

The Receiving Party may share Confidential Information with employees, contractors and professional advisers who need it for the Purpose and are bound by confidentiality obligations at least as protective as these terms. The Receiving Party remains responsible for their compliance.

If disclosure is required by law, a court order or a valid request from an authority, the Receiving Party may disclose only the required minimum and, unless prohibited, will give the Disclosing Party advance notice.

This NDA is not by itself a consent to process or publish personal data. Each Party is responsible for a lawful basis, transparency, security and minimisation of its own processing. The Operator’s processing is described in the Privacy Notice.

On written request or when the Purpose ends, the Receiving Party will within 10 business days return or securely delete Confidential Information under its control, except for legally required records and inaccessible backups that remain protected under this NDA.

Disclosure does not transfer ownership or grant a licence beyond the Purpose. This NDA does not oblige either Party to disclose information, enter a transaction or continue mentoring.

The obligations in this NDA start when the first Confidential Information is disclosed and continue for three years after the relevant engagement ends. Trade secrets remain protected for as long as they are protected as trade secrets under applicable law.

A Party that breaches this NDA must stop the breach, take reasonable steps to limit further disclosure and compensate the other Party for documented direct losses to the extent provided by applicable law. A Party may seek urgent injunctive or protective relief where a breach is threatened or continuing.

Notices may be sent through the shared Platform workspace, email or a contact method recorded by a Party. Before starting a court claim, a Party will send a written notice to the other Party and copy United Mentors at hello@unimentors.ru, allowing 15 business days to respond. Prior notice is not required for urgent relief needed to prevent a continuing disclosure.

This NDA is governed by the laws of the Russian Federation, excluding conflict of laws rules. Any unresolved dispute will be submitted to a competent court under applicable procedural law. If a mandatory law of a Party’s location applies, nothing in this template removes that mandatory protection.