Standard Mutual Non-Disclosure Agreement (NDA)

Effective Date: August 16, 2026 | Standard B2B Evaluation Terms

ENTERPRISE EVALUATION CLAUSE: This Mutual NDA protects technical schemas, ledger synchronization logic, and commercial discussions between ePayUs, Inc. and prospective partners, CPA firms, and integration subscribers during technical walkthroughs and trials.

1. Definition of Confidential Information

“Confidential Information” encompasses all proprietary data exchanged between the parties, whether orally, electronically, or in writing. For ePayUs, this explicitly includes API connector architectures, batch matching algorithms, deposit slip formatting pipelines, and wholesale partner pricing tiers. For Client/Partner, this includes chart-of-accounts structure, transaction volume profiles, and operational workflows.

2. Exclusions from Confidentiality

Confidential Information does not encompass information that: (a) is or becomes publicly accessible without breach of this Agreement; (b) was legitimately known to the receiving party without restriction prior to disclosure; (c) is independently developed without reference to or reliance on disclosing party materials; or (d) is rightfully received from a third party free of confidentiality restrictions.

3. Non-Custodial Data Scope

Consistent with ePayUs core architecture, performance of demonstrations and software evaluations requires zero transfer of raw credit card data or banking authorization credentials. Disclosing parties must utilize test sandbox credentials or authorized OAuth metadata only.

4. Duty of Care & Permitted Use

The recipient shall exercise at least the same degree of care used to safeguard its own sensitive information (and not less than a reasonable standard of care). Information shared under these terms shall be utilized solely to evaluate, deploy, or operate financial workflow connectivity between the parties.

5. Term & Return of Materials

The duty of confidentiality persists for three (3) years from the date of disclosure. Trade secrets and proprietary software schemas remain protected in perpetuity. Upon written notice, all confidential files, integration notes, and metadata shall be promptly returned or securely destroyed.

6. Governing Law & Enforcement

This Agreement is governed exclusively by the laws of the State of Delaware. Any breach may cause irreparable harm for which damages alone are inadequate; therefore, the disclosing party retains the right to seek injunctive relief in any court of competent jurisdiction.