Marga Haus engagement NDA

This is a plain-English starting point, not legal advice. Run it past counsel before signing anything with teeth.

Mutual Non-Disclosure Agreement — Marga Haus

This Agreement is made between Marga Haus, Tanuj Ruhal, Melbourne, Australia ("Marga Haus") and [Client entity name and ABN/ACN] ("Client") on [date].

1. Purpose

Marga Haus and the Client are discussing a potential fractional advisory engagement. Each party may disclose confidential information to the other so the other can evaluate, scope, and deliver the engagement (the "Purpose").

2. Confidential Information

"Confidential Information" means any non-public information disclosed by either party, in any form, identified as confidential or reasonably understood to be confidential. This includes business plans, financial models, cap tables, product roadmaps, customer and prospect data, pricing, strategy documents, board materials, and the existence and terms of this engagement discussion.

3. Obligations

Each party, as Recipient, agrees to:

• Use the other party's Confidential Information only for the Purpose.
• Protect it with at least the same care used for its own confidential information, and no less than reasonable care.
• Not disclose it to any third party without prior written consent, except to employees, contractors, or advisors who need it for the Purpose and who are bound by confidentiality no less protective than this Agreement.
• Promptly notify the other party of any unauthorised use or disclosure.

4. Exclusions

Confidential Information does not include information that:

• Is or becomes public through no fault of the Recipient.
• Was rightfully known to the Recipient before disclosure.
• Is rightfully received from a third party without a duty of confidence.
• Is independently developed without use of the Discloser's Confidential Information.
• Is required to be disclosed by law, after prompt notice to the Discloser where lawfully permitted.

5. Term

This Agreement takes effect on the date above. Confidentiality obligations continue for two (2) years after the engagement ends or, if no engagement is signed, two (2) years after the last disclosure of Confidential Information. Trade-secret obligations continue for as long as the information qualifies as a trade secret.

6. Return or Destruction

On the engagement ending or on request, each party will return or destroy the other's Confidential Information in its possession, including copies, and will certify destruction in writing on request. Reasonable archival copies held in standard backup systems are permitted, subject to ongoing confidentiality obligations.

7. No Grant of Rights

Nothing in this Agreement grants either party a licence or ownership interest in the other's Confidential Information beyond the limited right to use it for the Purpose.

8. No Obligation

This Agreement does not commit either party to sign a Statement of Work, retainer, or any other agreement. It governs confidentiality during the evaluation and delivery of any engagement the parties separately agree.

9. Governing Law

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria.

10. Entire Agreement

This Agreement is the entire agreement between the parties on its subject and supersedes all prior discussions. Amendments must be in writing, signed by both parties.

Signatures

For Marga Haus: Tanuj Ruhal, Founder

Signature: __________________________ Date: __________

For Client: [name and title]

Signature: __________________________ Date: __________