← BackSELLEXIO MUTUAL NON-DISCLOSURE AGREEMENT (MNDA)
Version 2026.03 · Effective on electronic signature
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into between Sellexio Technologies, LLC ("Sellexio") and the organization identified in the signature block ("Client"). Each party may act as Discloser or Recipient.
1. PURPOSE.
The parties wish to evaluate a maritime billing-leakage pilot audit. To do so, each party will disclose confidential information to the other. This Agreement governs that exchange. It creates no obligation to enter into any further transaction.
2. CONFIDENTIAL INFORMATION.
"Confidential Information" means non-public information disclosed in any form and reasonably understood to be confidential, including:
(a) Client side — carrier and port invoices, bills of lading, statements of fact, demurrage and detention records, rate agreements, TMS/CargoWise exports, counterparty names, volumes, and commercial terms;
(b) Sellexio side — the platform user interface, the 3D digital-twin visualization, multi-agent AI prompts and orchestration logic, leakage-detection and tariff-matching algorithms, audit report formats, pricing, and roadmap.
3. OBLIGATIONS.
Recipient will (a) use Confidential Information solely for the Purpose, (b) protect it with at least the care it uses for its own confidential information and no less than reasonable care, and (c) disclose it only to employees, contractors, and professional advisors who need it for the Purpose and who are bound by confidentiality obligations no less protective than these. Recipient is responsible for their breaches.
4. EXCLUSIONS.
Confidential Information does not include information that is or becomes public through no fault of Recipient, was rightfully known to Recipient without restriction before disclosure, is rightfully received from a third party without a duty of confidentiality, or is independently developed without use of Confidential Information.
5. COMPELLED DISCLOSURE.
Recipient may disclose Confidential Information where required by law, regulation, court order, or arbitral tribunal, provided it gives prompt written notice where legally permitted and discloses only the portion legally required.
6. DATA HANDLING (LOGISTICS-SPECIFIC).
Client data shared with Sellexio is encrypted in transit and at rest, stored in an isolated multi-tenant database with row-level tenant isolation, and accessible only to personnel supporting the engagement. Client data will never be sold, published, or shared with third parties beyond the subprocessors listed at /legal/subprocessors. Processing details are governed by the Data Processing Agreement at /legal/dpa.
6.1 COMMERCIALLY SENSITIVE FIELDS.
The parties agree that rate sheets, service contract numbers and terms, negotiated free-time allowances, carrier and terminal invoice detail, bills of lading, consignee and shipper identities, lane volumes, and container-level movement data are Confidential Information of the highest sensitivity, whether or not marked.
6.2 NO COMPETITIVE RE-USE.
Sellexio will not use Client's rate, contract, or volume data to advise, price, or negotiate on behalf of a competitor of Client, to solicit Client's counterparties, or to inform any brokerage, forwarding, or carrier-side commercial activity. Access is restricted to personnel assigned to Client's engagement on a documented need-to-know basis.
6.3 PERMITTED DISCLOSURES.
Sellexio may disclose the minimum necessary Confidential Information to (a) the carrier, terminal, or their agent that issued the charge under dispute, solely to prosecute a claim Client has authorised; (b) subprocessors bound by written terms no less protective than this Agreement; (c) Client's own insurer, broker, or counsel where Client directs it in writing; and (d) where clause 5 (Compelled Disclosure) applies. No other disclosure is permitted.
6.4 ANONYMIZED AGGREGATION.
Sellexio may derive statistical benchmarks (for example port-level dwell, dispute-cycle times, and charge-frequency indices) from Client data provided that outputs are aggregated across no fewer than five distinct organisations, contain no rate, contract, counterparty, or container identifier attributable to Client, and cannot reasonably be reverse-engineered to identify Client. Client may opt out of aggregation at any time by written notice, effective prospectively.
6.5 DELETION ON REQUEST.
On written request Sellexio will delete Client's source documents within thirty (30) days, or within forty-eight (48) hours where the request relates to a completed evaluation or pilot, retaining only the claim record and audit trail required to defend recoveries already filed.
7. NO REVERSE ENGINEERING; NO CLONING.
Recipient will not copy, decompile, reverse engineer, or attempt to derive the structure of the other party's systems, nor use audit outputs, report formats, or methodology to build or specify a competing internal or third-party system.
8. NO LICENCE; OWNERSHIP.
No licence or ownership interest is granted except the limited right to use Confidential Information for the Purpose. Client retains ownership of its data. Sellexio retains ownership of its platform, models, algorithms, and derived anonymized, aggregated benchmarks that do not identify Client or its counterparties.
9. TERM & RETURN.
This Agreement takes effect on signature and continues for three (3) years. Confidentiality obligations survive for three (3) years after disclosure, and indefinitely for trade secrets. On written request, Recipient will delete or return Confidential Information within thirty (30) days, except for routine backups and records required by law, which remain subject to this Agreement.
10. NO WARRANTY.
Confidential Information is provided "as is". Neither party warrants its accuracy or completeness.
11. REMEDIES.
The parties agree that damages may be an inadequate remedy for breach and that injunctive relief may be sought without posting bond, in addition to any other remedy.
12. GENERAL.
This Agreement is governed by Delaware law, excluding conflict-of-law rules. Disputes are resolved by binding arbitration under the AAA Commercial Rules, seated in New York, NY. This Agreement is the entire agreement on this subject, may be amended only in writing, and may not be assigned without consent except to a successor in interest. If a provision is unenforceable, the remainder stands.
SIGNED electronically. The signature record, timestamp, IP address, user agent, and document hash are retained in Sellexio's tamper-evident agreements ledger.