Office Independence Systems

Mutual Confidentiality Agreement

Sample copy · last updated August 6, 2026

Before we look at your books and you look at our code, both sides sign this. It is mutual — it protects your financials exactly as much as it protects our software — and it is deliberately not a non-compete.

Plain English, before the legal English. This panel is a summary, not the agreement. Where the summary and the text below disagree, the text controls.

This is a sample. Fields shown like [THIS] are completed for each engagement — company names, dates, and the specifics of your deployment. We publish the template unedited so you can read exactly what you would be signing before you ever talk to us.

This Mutual Confidentiality and Non-Disclosure Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between QRA Enterprises Ltd, an Ohio limited liability company doing business under its registered Ohio trade name Office Independence Systems, with its principal place of business at [PROVIDER ADDRESS, Cincinnati, OH] (“Office Independence Systems”), and [CLIENT LEGAL NAME], a [CLIENT ENTITY TYPE & STATE], with its principal place of business at [CLIENT ADDRESS] (“Client”). Office Independence Systems and Client are each a “Party” and together the “Parties.”

Recitals

A. Office Independence Systems has independently developed a proprietary office-management software application for trade contractors providing estimating, change orders, invoicing, an activity channel, administrative access control, check logging, document generation, and AIA-style progress billing (the “Software”).

B. The Parties wish to discuss, and if they agree, to implement a deployment of the Software for Client. In doing so, each Party will disclose to the other information that is confidential and commercially valuable: on Office Independence Systems’ side, the design and inner workings of the Software; on Client’s side, Client’s financial, job-cost, customer, vendor, and personnel information.

C. The Parties enter into this Agreement so that each can speak and share openly, and so that each knows what the other may and may not do with what it learns.

NOW, THEREFORE, in consideration of the mutual promises below, the Parties agree as follows:

1. Purpose and Scope

1.1 Purpose. The Parties are exchanging Confidential Information solely for the purpose of evaluating, negotiating, configuring, deploying, training on, and supporting a deployment of the Software for Client’s own internal business operations (the “Purpose”). Neither Party may use the other’s Confidential Information for any other purpose.

1.2 Coverage Period. This Agreement applies to Confidential Information disclosed at any time from the Effective Date through the end of the engagement, including the pre-sale demonstration and discovery period, the deployment and training period, and any monitoring period provided under a license agreement between the Parties.

1.3 Prior Disclosures. Confidential Information disclosed by either Party before the Effective Date in anticipation of the Purpose is covered by this Agreement as if it had been disclosed after the Effective Date.

1.4 No Obligation to Proceed. Neither Party is obligated to enter into any further agreement or transaction. Either Party may end discussions at any time, for any reason or no reason, without liability.

2. Confidential Information

2.1 Definition. “Confidential Information” means any non-public information disclosed by or on behalf of one Party (the “Discloser”) to the other (the “Recipient”) in connection with the Purpose, in any form, that is either identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of its disclosure.

2.2 Office Independence Systems’ Confidential Information includes, without limitation:

2.3 Client’s Confidential Information includes, without limitation:

2.4 Form of Disclosure. Confidential Information is protected whether disclosed in writing, orally, visually, electronically, or by demonstration, and whether or not it is marked or labeled “confidential.” Neither Party is required to mark, label, or subsequently confirm in writing any disclosure in order for it to be protected under this Agreement.

3. Exclusions

Confidential Information does not include information that the Recipient can demonstrate by written or electronic records:

(a) was lawfully in the Recipient’s possession, without restriction, before the Discloser disclosed it;

(b) is or becomes publicly available through no act or omission of the Recipient or its Representatives;

(c) is rightfully received by the Recipient from a third party who is not under a duty of confidentiality to the Discloser;

(d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or

(e) the Discloser discloses to a third party without restriction.

4. Obligations of Each Party

4.1 Standard of Care. Each Recipient will protect the Discloser’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care.

4.2 Limited Use. Each Recipient will use the Discloser’s Confidential Information only for the Purpose.

4.3 Limited Disclosure; Representatives. Each Recipient will not disclose the Discloser’s Confidential Information to any third party, except to its own officers, employees, accountants, bookkeepers, attorneys, information-technology providers, and contractors (“Representatives”) who have a genuine need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement, whether by written agreement or professional duty. Access to the Software, to a deployment of it, or to its source code is governed separately by Section 6.2, and is not permitted merely because a person qualifies as a Representative.

4.4 Responsibility for Representatives. Each Party is responsible for any act or omission of its Representatives that would breach this Agreement if committed by that Party.

4.5 No Publication. Neither Party will publish, post, present, broadcast, or otherwise make public the other’s Confidential Information without the other’s prior written consent. As applied to Office Independence Systems’ Confidential Information, this includes screenshots, screen recordings, videos, walkthroughs, and written or verbal descriptions of the Software’s screens, workflows, or architecture.

4.6 Notice of Unauthorized Disclosure. Each Party will promptly notify the other in writing on becoming aware of any unauthorized use, disclosure, or loss of the other’s Confidential Information, and will cooperate reasonably to limit the effect of it.

5. What This Agreement Does Not Restrict

5.1 Client’s Freedom to Operate. Nothing in this Agreement restricts Client from running its business as it sees fit. Client may, at any time and without notice to or consent from Office Independence Systems:

5.2 No Exclusivity. This Agreement creates no exclusive relationship, no obligation to purchase, no obligation to continue any engagement, and no restriction on either Party’s freedom to do business with anyone else.

5.3 Not a Non-Compete. This Agreement is a confidentiality agreement. It does not contain, and is not intended to operate as, a covenant not to compete against either Party.

6. Restrictions on the Software and Related Materials

6.1 No Resale, Distribution, or Commercialization. Client will not sell, license, sublicense, rent, lease, distribute, host for, provide as a service to, or otherwise make available to any third party, whether for consideration or free of charge: (a) the Software or any copy, component, or portion of it; or (b) any product, system, or service that Client develops or has developed using Office Independence Systems’ Confidential Information.

6.2 No Third-Party Access. Client will not provide any third party with access to a demonstration environment, login credential, deployment, or source code of the Software, except to (a) Client’s own officers and employees who have a genuine need to know for the Purpose, or (b) a Permitted Contractor, as defined in and on the conditions stated in the Master Software License and Services Agreement between the Parties. Qualifying as a Representative under Section 4.3 does not by itself permit access to the Software or its source code.

6.3 Proprietary Notices. Client will not remove, alter, or obscure any copyright, trademark, or other proprietary notice appearing in or on the Software or its documentation.

6.4 Use of Client Information. Office Independence Systems will not use Client’s Confidential Information to compete with Client, to solicit Client’s customers or employees, or for any purpose other than the Purpose.

6.5 Publicity. Neither Party will use the other’s name, logo, or trademarks in any public marketing, press release, website, case study, or reference without the other’s prior written consent. Consent may be given by email.

7. No License; Ownership; Feedback

7.1 No License Granted. Disclosure of Confidential Information under this Agreement grants the Recipient no license, right, title, or interest, express or implied, in or to any Confidential Information or any patent, copyright, trademark, trade secret, or other intellectual property of the Discloser. All rights not expressly granted are reserved by the Discloser.

7.2 Ownership of the Software. All right, title, and interest in and to the Software — including its source code, object code, database schema, architecture, screens, workflows, and documentation — remain exclusively with Office Independence Systems. Nothing in this Agreement transfers ownership of the Software or any part of it. This Section does not limit Client’s ownership of a Client Modification it creates, as provided in Section 2.4 of the Master Software License and Services Agreement; Office Independence Systems retains all right, title, and interest in the underlying Software on which any such modification is built.

7.3 Ownership of Client Data. All right, title, and interest in and to Client’s business data remain exclusively with Client. Office Independence Systems’ access to that data confers no ownership, license, or right to use it beyond the Purpose.

7.4 Feedback. If Client provides suggestions, comments, feature requests, or other feedback regarding the Software (“Feedback”), Office Independence Systems may use, incorporate, and commercialize that Feedback without restriction, obligation, attribution, or compensation, and will own all improvements and derivative works resulting from it. Client acquires no right or interest in the Software by providing Feedback.

8. Artificial Intelligence and Automated Tools

8.1 Neither Party will input, upload, or submit the other Party’s Confidential Information into any publicly available artificial intelligence, machine learning, or large language model service, or into any service whose terms permit the provider to retain or use submitted data to train or improve its models, without the other Party’s prior written consent.

8.2 Each Party may use artificial intelligence or automated tools in the ordinary course of its business, provided those tools operate under terms that prohibit the provider from using submitted data for model training and that are otherwise consistent with this Agreement.

9. Compelled Disclosure

9.1 If a Recipient is required by law, subpoena, court order, or governmental or regulatory authority to disclose the Discloser’s Confidential Information, the Recipient will, to the extent legally permitted, promptly notify the Discloser so the Discloser may seek a protective order, disclose only the portion legally required, and cooperate reasonably, at the Discloser’s expense, in any effort to obtain confidential treatment. Disclosure that complies with this Section is not a breach of this Agreement.

10. Return or Destruction

10.1 Upon the Discloser’s written request, the Recipient will promptly return or destroy the Discloser’s Confidential Information in its possession and, if asked, certify in writing within [FIFTEEN (15)] days that it has done so.

10.2 Exceptions. Section 10.1 does not require deletion of: (a) copies residing in routine, automated system backups or archives not readily accessible in the ordinary course; (b) copies the Recipient must retain to comply with law or professional record-retention obligations; or (c) Office Independence Systems’ configuration and deployment records reasonably necessary to support Client later. Any retained copy remains subject to this Agreement for as long as it is retained.

10.3 Client Operational Data. Client’s business data residing on Client’s own infrastructure is Client’s property and is not subject to return or destruction under this Section.

11. Handling of Client Data During Deployment

11.1 Access. Client acknowledges that during configuration, deployment, training, and any monitoring period, Office Independence Systems may require administrative access to Client’s systems and to Client’s live business data.

11.2 Commitments. Office Independence Systems will: (a) access Client’s data only to the extent needed for the Purpose; (b) not copy, export, or remove Client’s business data from Client’s systems except as needed for the Purpose or as Client directs in writing; (c) safeguard all credentials issued to it and not share them with anyone other than a Representative under Section 4.3; (d) promptly notify Client of any known unauthorized access to Client’s Confidential Information; and (e) upon Client’s written request at the conclusion of the engagement, confirm in writing that its administrative access has been disabled.

11.3 Personal Information. If Client’s data includes employee, payroll, or other personal information, Office Independence Systems will treat it as Client’s Confidential Information and will not use it for any purpose other than the Purpose.

12. Whistleblower Immunity Notice — Defend Trade Secrets Act

12.1 Notice is given under 18 U. S.C. § 1833(b): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal and (b) does not disclose the trade secret except pursuant to court order.

12.2 Nothing in this Agreement is intended to limit, and this Agreement shall not be construed to limit, the immunity described in Section 12.1.

13. Term and Survival

13.1 Term. This Agreement begins on the Effective Date and continues for three (3) years, unless extended by written agreement. Confidential Information may be exchanged under it during that period.

13.2 Survival — General. The obligations in this Agreement continue for five (5) years after the date of the last disclosure of Confidential Information, notwithstanding expiration or termination of this Agreement.

13.3 Survival — Trade Secrets. As to any Confidential Information that constitutes a trade secret under the Ohio Uniform Trade Secrets Act, Ohio Rev. Code § 1333.61 et seq., or the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq., the obligations in this Agreement continue for as long as that information remains a trade secret under applicable law. The Parties acknowledge and agree that the Software’s source code, object code, database schema, and system architecture are trade secrets of Office Independence Systems, and that Client’s financial statements, job-cost data, bid and margin structure, and customer and vendor lists are trade secrets of Client.

13.4 Termination. Either Party may terminate this Agreement on thirty (30) days’ written notice. Termination ends the right to exchange further Confidential Information but does not affect obligations as to Confidential Information already disclosed, which survive as provided in Sections 13.2 and 13.3.

14. Remedies

14.1 Irreparable Harm. Each Party acknowledges that a breach of this Agreement may cause the other irreparable harm for which monetary damages would be an inadequate remedy, and agrees that the non-breaching Party is entitled to seek injunctive and other equitable relief in addition to any other remedy, without the necessity of posting a bond or proving actual damages.

14.2 Cumulative Remedies. The remedies in this Agreement are cumulative and in addition to all remedies available at law or in equity, including those under the Ohio Uniform Trade Secrets Act and the federal Defend Trade Secrets Act.

14.3 No Waiver by Delay. A Party’s failure or delay in enforcing any provision is not a waiver of that provision or of any other.

15. Relationship to Other Agreements

15.1 Survival of Later Agreements. This Agreement survives the execution of any subsequent agreement between the Parties, including any Master Software License and Services Agreement, and is not superseded, merged into, or terminated by any such agreement or by any “entire agreement” or integration clause in it, unless that subsequent agreement expressly identifies this Agreement by title and date and states that it is superseded.

15.2 Conflict. If a confidentiality provision of a later agreement between the Parties conflicts with this Agreement, the provision more protective of the Discloser’s Confidential Information controls.

16. General

16.1 Governing Law and Venue. This Agreement is governed by the laws of the State of Ohio, without regard to conflicts of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [Hamilton County, Ohio].

16.2 Authority. Each individual signing below represents that he or she is duly authorized to execute this Agreement on behalf of the Party for which he or she signs, and that the Party is bound by it.

16.3 Trade Name. Office Independence Systems is a registered Ohio trade name of QRA Enterprises Ltd. All references in this Agreement to “Office Independence Systems” mean QRA Enterprises Ltd doing business under that trade name, and all rights and obligations of Office Independence Systems under this Agreement run to and bind QRA Enterprises Ltd.

16.4 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except to a successor to all or substantially all of its business or assets that agrees in writing to be bound by this Agreement.

16.5 Independent Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

16.6 Notices. Notices must be in writing and delivered to the addresses above, or to such other address as a Party designates in writing, and are effective on receipt. Email to [office@officeindependencesystems.com] and to [CLIENT EMAIL] is sufficient for consents and requests under Sections 6.5, 9, and 10.

16.7 Entire Agreement; Amendment. This Agreement is the entire agreement between the Parties as to its subject matter and supersedes all prior understandings regarding confidentiality between them. It may be amended only by a writing signed by both Parties.

16.8 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions will continue in full force.

16.9 Counterparts; Electronic Signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

QRA ENTERPRISES LTD d/b/a OFFICE INDEPENDENCE SYSTEMS

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[CLIENT LEGAL NAME]

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