Non-Disclosure Agreement

Non-Disclosure Agreement

One-way clickwrap NDA required to access our gated security and compliance documentation.

Last updated: 14 September 2026

This is a one-way non-disclosure agreement. Agilio Software Bidco Limited (“Agilio”, the “Disclosing Party”) discloses Confidential Information to the company or individual submitting this form (the “Receiving Party”) solely to allow the Receiving Party to access security, compliance or other sensitive documentation Agilio makes available to it on request (the “Business Purpose”). The Receiving Party does not disclose any confidential information to Agilio under this agreement. This is a standalone agreement for that purpose only — it doesn’t form part of, and isn’t incorporated into, our General Terms, Product-Specific Terms or any other services contract between the Receiving Party and Agilio (see the clause about ‘General terms’ below for what happens if the Receiving Party later enters into one of those).

1. Confidential Information

“Confidential Information” means information Agilio discloses to the Receiving Party that is of a competitively sensitive or proprietary nature. This includes non-public information about Agilio’s products, security architecture, audit reports and related documentation, penetration test results, and other security or compliance materials Agilio makes available to the Receiving Party.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure, without any obligation of confidentiality; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without reference to Agilio’s Confidential Information.

2. Use and obligations

The Receiving Party may use Confidential Information only for the Business Purpose. The Receiving Party must apply a reasonable degree of care to protect Confidential Information and prevent its unauthorised use or disclosure. The Receiving Party may share Confidential Information with its own affiliates, employees, directors, agents or contractors who need to know it for the Business Purpose, provided they are bound by confidentiality obligations at least as strict as this agreement. On request, the Receiving Party will promptly return or destroy all copies of the Confidential Information and confirm it has done so.

3. Required disclosures

The Receiving Party may disclose Confidential Information if compelled by law, provided that (where legally permitted) it gives Agilio reasonable prior notice and uses reasonable efforts to limit the disclosure, including through a protective order or request for confidential treatment.

4. Term and termination

This agreement applies to Confidential Information disclosed during the period beginning on the Effective Date and ending one year later. Either party may terminate this agreement on 10 days’ written notice. The Receiving Party’s confidentiality obligations survive termination or expiry and continue for three years afterwards.

5. No warranties; no obligation to transact

The Receiving Party acquires no intellectual property rights under this agreement beyond the limited right to use Confidential Information for the Business Purpose. All Confidential Information is provided “as is”, without warranty of any kind as to its accuracy or completeness. This agreement doesn’t obligate either party to proceed with any business relationship, and doesn’t stop the Receiving Party from independently developing or using technology or products similar to Agilio’s, provided it doesn’t do so using Agilio’s Confidential Information.

6. Injunctive relief

The Receiving Party acknowledges that its unauthorised use or disclosure of Agilio’s Confidential Information could cause Agilio harm that can’t be adequately remedied by damages alone. Accordingly, Agilio may seek an injunction against any breach or threatened breach of this agreement by the Receiving Party, in addition to any other rights or remedies available at law.

7. Third party rights

You are contracting with Agilio Software Bidco Limited, but the Confidential Information Agilio discloses under this agreement may relate to, or belong to, other companies in the Agilio Group. Under the Contracts (Rights of Third Parties) Act 1999, each other Agilio Group company may enforce the terms of this agreement that protect Confidential Information belonging to, or relating to, that company, as if it were a party to it. Other than those Agilio Group companies, no third party has any right under that Act, or otherwise, to enforce any term of this agreement.

8. Contracting entity and governing law

You are contracting with Agilio Software Bidco Limited, a company registered in England and Wales. This agreement, and any dispute arising from it, is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

9. How this agreement is accepted

This agreement is presented as a clickwrap agreement when the Receiving Party requests access to gated security or compliance documentation from Agilio. By checking the acceptance box and submitting the form, the individual submitting the form confirms that they have authority to bind the Receiving Party identified on the form, and that the Receiving Party agrees to be bound by this agreement. The Effective Date is the date the form is submitted.

10. General terms

This agreement is the parties’ entire agreement on this subject, superseding any prior discussions on the same topic. It doesn’t limit any rights either party has under trade secret, copyright, patent or other applicable law. If the Receiving Party already has, or later enters into, a customer or partner agreement with Agilio, the confidentiality terms of that agreement apply instead of this one for anything within its scope.

Amendments must be in writing and agreed by both parties. Failure to enforce any part of this agreement isn’t a waiver of it. Each party confirms it has full power and authority to enter into this agreement.