Mutual non-disclosure agreement

How it works

This is the Common Paper Mutual Non-Disclosure Agreement, the open standard you may already know: Common Paper is a Y Combinator company, and Y Combinator’s own template-contracts page points founders to its agreements. A committee of more than 40 lawyers wrote it, and more than 2,000 companies use it. It has two parts: the Standard Terms, version 1.0, which are the same for everyone, and this cover page, which fills in the details and adds the terms specific to working with LoopGrow. Where they differ, this cover page wins.

Cover page

Parties

Andrew Witchell, operating as LoopGrow, Kitchener-Waterloo, Ontario, Canada (andrew@loopgrow.co); and the person who books a working session, for themselves and for the company they name when booking, which they confirm they are authorised to bind.

Purpose

To prepare for, hold and follow up a LoopGrow working session, and to evaluate and carry out any engagement that follows it.

Effective date

The date the session is booked.

Agreement term

One year from the effective date, or until it is replaced by a signed engagement agreement, whichever comes first.

Term of confidentiality

Three years after the agreement term ends. Trade secrets stay protected for as long as they remain trade secrets.

Governing law

The laws of the Province of Ontario and the federal laws of Canada that apply there.

Jurisdiction

The courts located in Toronto, Ontario.

Additional terms

1. LoopGrow materials. The methods, frameworks, scorecards, kits, prompts, questions, templates, software, the signal engine, and the structure and format of every deliverable (together, “LoopGrow Materials”) are owned by LoopGrow, including anything LoopGrow develops or improves while working with you. LoopGrow Materials not published on loopgrow.co are LoopGrow’s Confidential Information. Nothing in this agreement transfers ownership of them.
2. Your playbook. The written playbook you receive after the session, including your information within it, is yours to keep and use inside your company, forever, for free. Where it contains LoopGrow Materials, LoopGrow grants you a permanent, non-exclusive licence to use them for your company’s own internal purposes. You may not sell, publish or offer it, or anything derived from it, as a product or service to others without LoopGrow’s written permission.
3. Your information. Your customers, prospects, pricing, pipeline, plans and data remain yours. LoopGrow uses them only for the Purpose, and never names you or shares your information in any case study, post or example without your written permission.
4. The recording. Both parties consent to the session being recorded. The recording and any transcript are the Confidential Information of both parties. Each may keep a copy for its own internal use, and neither will publish or share it outside its company without the other’s written permission.
5. Feedback. If you suggest improvements to LoopGrow Materials, LoopGrow may use them freely, without obligation to you, as long as doing so does not disclose your Confidential Information.
6. Skills and other clients. Each party may keep using the general skills, knowledge and experience it has, and LoopGrow may work with other companies, including in related markets, provided neither party uses or discloses the other’s Confidential Information in doing so.
7. No obligation. Neither party is obliged to enter into any further agreement or engagement.
8. Electronic acceptance. Ticking the agreement box when booking, or replying to confirm in writing, has the same effect as signing this cover page. LoopGrow keeps the booking record as evidence of acceptance.

The Common Paper Mutual Non-Disclosure Agreement Standard Terms, version 1.0, are © Common Paper, Inc. and free to use under the Creative Commons Attribution 4.0 licence. This cover page and its additional terms are LoopGrow’s. Questions about this agreement: andrew@loopgrow.co.