This Mutual Confidentiality Agreement (this "NDA") is entered into between you (the "Counterparty") and KeyChange Technologies, LLC, a Georgia limited liability company ("KeyChange Technologies"), as of the date you click "I agree" during the App Review request flow or otherwise indicate acceptance through our platform (the "Effective Date"). KeyChange Technologies and the Counterparty are each a "Party" and together the "Parties."
1. Purpose
The Parties intend to discuss and potentially work together on an AI-Built App Review or other professional services offered by KeyChange Technologies (the "Purpose"). Each Party may share confidential information with the other in connection with the Purpose. This NDA governs how that information is handled.
2. Confidential Information
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Purpose, whether disclosed orally, in writing, or by any other means, and whether or not marked "confidential." It includes, without limitation: source code, architecture diagrams, infrastructure details, customer lists, pricing, financials, product roadmaps, security findings, credentials, business plans, and personally identifiable information about the Disclosing Party's customers or staff.
3. Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate:
- was already lawfully known to it without confidentiality obligations before disclosure;
- is or becomes publicly available through no fault of the Receiving Party;
- was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or
- was rightfully received from a third party who was not under a confidentiality obligation.
4. Mutual Obligations
The Receiving Party agrees to:
- use Confidential Information solely for the Purpose;
- protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in any event no less than a reasonable degree of care;
- limit access to Confidential Information to the Receiving Party's employees and contractors who have a legitimate need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this NDA; and
- not disclose Confidential Information to any third party without the Disclosing Party's prior written consent.
4.1 KeyChange Technologies's Subcontractor Bench
KeyChange Technologies engages a small bench of vetted senior contractors to help deliver work. Every KeyChange Technologies contractor is bound by a written confidentiality agreement with KeyChange Technologies no less protective than this NDA before being given access to any Counterparty information. Counterparty's acceptance of this NDA constitutes consent to KeyChange Technologies sharing Confidential Information with such contractors solely for the Purpose. On Counterparty's reasonable written request, KeyChange Technologies will identify the specific contractors who have had or will have access to Counterparty's Confidential Information.
4.2 Anonymized Case Studies
KeyChange Technologies may use anonymized and aggregated operational insights derived from the engagement for case studies, marketing, and product improvement, provided that no customer name, logo, identifying details, or non-aggregated Confidential Information is disclosed without Counterparty's prior written consent.
5. Required Disclosures
If the Receiving Party is required by law, regulation, or valid legal process to disclose Confidential Information, it may do so, provided that it: (a) gives the Disclosing Party prompt written notice (where legally permitted) so the Disclosing Party can seek a protective order; (b) discloses only the portion legally required; and (c) cooperates with reasonable efforts by the Disclosing Party to protect the information from broader disclosure.
6. No License
Nothing in this NDA grants either Party any license, ownership interest, or other rights in the other Party's Confidential Information, intellectual property, or materials, except the limited right to use Confidential Information for the Purpose as expressly described above.
7. Term and Survival
This NDA takes effect on the Effective Date and continues until terminated by either Party on thirty (30) days' written notice to the other. The confidentiality obligations in Sections 4–6 survive any termination of this NDA and remain in effect for five (5) years from the later of (a) termination of this NDA or (b) the date of the last disclosure of Confidential Information. Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.
8. Return or Destruction
On the Disclosing Party's written request, the Receiving Party will, within a reasonable time, return or destroy all Confidential Information in its possession or control, including copies, except for one archival copy retained solely for compliance and audit purposes and any copies stored automatically in routine backup systems (which remain subject to this NDA until overwritten in the ordinary course).
9. No Warranty
Confidential Information is provided "as is." Neither Party makes any warranty as to the accuracy or completeness of any Confidential Information.
10. Remedies
Each Party acknowledges that a breach of this NDA may cause irreparable harm for which monetary damages alone would be inadequate, and agrees that the non-breaching Party is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the requirement to post a bond.
11. No Obligation to Engage
This NDA does not, by itself, obligate either Party to engage in any particular transaction or business relationship. Any further commercial relationship between the Parties will be governed by a separate engagement letter, statement of work, or services agreement.
12. Independent Development
Nothing in this NDA limits either Party's right to develop, acquire, or market products or services that are similar to or competitive with those of the other Party, provided no Confidential Information of the other Party is used in doing so.
13. Governing Law, Dispute Resolution, and Venue
13.1 Governing Law
This NDA is governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles.
13.2 Pre-Suit Resolution
Before either Party initiates any action arising out of or relating to this NDA, the Parties will (a) provide written notice of the dispute, (b) negotiate in good faith between authorized executives for at least thirty (30) days, and (c) if not resolved, attempt non-binding mediation with a mutually agreed mediator. This Section 13.2 does not apply to any action seeking injunctive or other equitable relief.
13.3 Venue
Any dispute not resolved under Section 13.2 will be resolved exclusively in the state or federal courts located in the State of Georgia, and each Party consents to the personal jurisdiction of those courts.
14. Entire Agreement
This NDA is the entire agreement between the Parties with respect to the Confidential Information and supersedes any prior or contemporaneous understandings, written or oral, on the subject. It may be amended only in a writing signed (or, for click-through versions, accepted) by both Parties. If any provision of this NDA is held unenforceable, the remaining provisions remain in full force and effect.
15. Acceptance
By clicking "I agree" or otherwise indicating acceptance during the App Review request flow, the Counterparty confirms that it has read, understood, and agreed to this NDA, that it has authority to bind the entity it represents, and that the version of this NDA in effect at the time of acceptance is the binding version (currently version 1.1, last updated May 22, 2026).
Questions about this NDA? Email info@keychangetech.com. For privacy questions, see our Privacy Policy; for general terms, see our Terms of Service.