Non-Disclosure Agreement (NDA) - Project portal
Version 2026.08.11 · Updated August 11, 2026
This Non-Disclosure Agreement applies to access to the project Portal between Codiva and the Client organization (and its invited Users). Express digital acceptance in the Portal (clickwrap) constitutes valid consent for these purposes; it does not replace a notarized NDA or advanced electronic signature when the parties agree that separately.
Codiva, with address at Goldsmith número 40, colonia Polanco III Sección, Alcaldía Miguel Hidalgo, Mexico City, postal code 11550. Contact: hello@codiva.dev.
1. Purpose
The parties will share Confidential Information to evaluate, negotiate, or execute the Project shown in the Portal (quotes, architecture, documents, deliverables, and related communications). This Agreement exclusively governs the exchange of Confidential Information and does not constitute an offer, promise, commitment, or obligation to enter into any contract, develop the Project, or continue negotiations.
2. Confidential Information
Includes technical, commercial, financial, product, architecture, code, unit economics, credentials, documentation, and any material marked confidential or that by its nature should be treated as such. Confidential Information also includes any analysis, compilation, summary, report, development, test, prototype, or document prepared by the Receiving Party that incorporates, reproduces, derives from, or discloses Confidential Information of the Disclosing Party.
3. Obligations
- Use Confidential Information only to evaluate or execute the Project.
- Not disclose it to third parties without written authorization, except advisors under an equivalent duty of confidentiality.
- Apply at least the same care as with its own sensitive information.
- Limit access to people with a need to know within its organization.
- Not copy, reproduce, modify, decompile, reverse-engineer, or use Confidential Information for purposes other than the Project, except as strictly necessary to evaluate or execute the Project or with prior written authorization.
- Not use Confidential Information to train artificial intelligence models, automated systems, or machine-learning tools without prior written authorization.
- Promptly notify the Disclosing Party of any unauthorized access, use, or disclosure of which it becomes aware.
- Adopt reasonably necessary administrative, physical, and technical measures to protect Confidential Information against unauthorized access.
4. Exclusions
Information is not confidential if it: (a) is or becomes public without breach; (b) was already lawfully in the Receiving Party’s possession; (c) is received from a third party without a duty of secrecy; or (d) must be disclosed by law or court order (with reasonable advance notice when legally permitted).
5. Intellectual property
Nothing in this NDA transfers Intellectual Property ownership. Development deliverables are governed by the quote or services contract. No provision shall be construed as an assignment, license, or authorization to use trademarks, copyrights, patents, trade secrets, software, developments, inventions, or other IP rights of either Party.
6. Term
Confidentiality obligations will survive for 2 years from Portal acceptance, or for as long as Project negotiation/contract exists, whichever is later. Trade secrets remain protected while they retain that character.
7. Breach
The Parties acknowledge that unauthorized disclosure of Confidential Information may cause harm that is difficult to repair. The affected Party may seek injunctive or judicial relief under applicable law, without prejudice to other legal actions.
8. Governing law
Laws of the United Mexican States. Jurisdiction: courts of Mexico City.