1. Purpose & Preliminary Disclosures
This Non-Disclosure Framework establishes mutual confidentiality safeguards during initial technology disclosures, source code audits, microservice evaluations, platform modernization roadmapping, and business feasibility reviews between Proficed / Ruchir Gupta and prospective or existing commercial clients.
2. Definition of Confidential Information
"Confidential Information" refers to all non-public technical, operational, architectural, and financial information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or via digital interface access. Confidential Information includes, without limitation:
- Source code, compiled binaries, internal Git repositories, microservice topologies, data models, and database migration routines.
- Technical specifications, security audit findings, penetration test results, and vulnerability indices.
- Product roadmaps, business strategies, pricing matrices, customer lists, and pipeline architectures.
- Any other proprietary information clearly designated as confidential or which reasonably should be understood to be confidential given the context of disclosure.
3. Statutory & Standard Exclusions
Confidential Information does not encompass information that the Receiving Party can definitively demonstrate by contemporaneous written record:
- Is or becomes publicly known and generally available without breach of this framework by the Receiving Party.
- Was already in the rightful possession of the Receiving Party without confidentiality restrictions prior to disclosure.
- Is independently developed by the Receiving Party without reference to, access to, or incorporation of the Disclosing Party's Confidential Information.
- Is rightfully received from an unaffiliated third party free of confidentiality restrictions.
4. Non-Use & Non-Disclosure Covenants
The Receiving Party shall hold the Disclosing Party's Confidential Information in strict confidence using no less than a reasonable degree of care. The Receiving Party shall not copy, reproduce, decompile, or exploit disclosed materials for any reason other than evaluating or executing the proposed technical collaboration.
Access to Confidential Information is strictly limited to authorized engineers, delivery architects, legal counsel, and technical pod members who have a bona fide need to know for the authorized purpose and who are subject to written confidentiality obligations at least as restrictive as those herein.
5. Duration, Offboarding & Cryptographic Erasure
The non-disclosure obligations set forth herein remain in full force and effect for a period of three (3) years following the date of disclosure. Trade secrets and core source code retain their confidential protection indefinitely until an exclusion applies.
Upon written request by the Disclosing Party or termination of the evaluation, the Receiving Party shall promptly cease use of and permanently delete, sanitize, or destroy all electronic documents, credentials, code repositories, and architectural schematics, retaining only one archived copy in legal custody solely for compliance and regulatory verification.
6. Bilateral Paper Precedence & Custom NDA Execution
Where the parties execute a separate, countersigned bilateral Non-Disclosure Agreement, the terms of that signed contract shall immediately and completely supersede this online framework. No statement on this website shall restrict the parties' right to negotiate custom non-disclosure covenants.