Mutual Non-Disclosure Agreement

1. Confidential Information

“Confidential Information” means non-public information a Party discloses to the other in connection with a quote request, quote, or order, in any form, including Gerber files, bills of materials, pick-and-place / centroid files, schematics, mechanical drawings, specifications, test data, pricing, volumes, customer names, and the existence of discussions.

Confidential Information does not include information that: (a) is or becomes public other than by a breach of this Agreement; (b) was already in the Receiving Party’s possession without a duty of confidentiality; (c) is independently developed without use of the Disclosing Party’s information; or (d) is rightfully received from a third party without a duty of confidentiality.

2. Use and non-disclosure

The Receiving Party will use Confidential Information only to evaluate, quote, review, manufacture, inspect, ship, invoice, and support the Disclosing Party’s request or order. The Receiving Party will not disclose it to any third party except:

• employees, contractors, and professional advisors who need it and are bound by written or professional duties of confidentiality no less protective than this Agreement;
• production and logistics providers who need it to produce or deliver the boards, under a duty of confidentiality; and
• as required by law or a binding order, in which case the Receiving Party will, if legally allowed, give prompt notice so the Disclosing Party may seek a protective order.

EZPCBA will not use your design files to quote or build for another customer, and will not sell your files.

3. Standard of care

Each Party will protect the other’s Confidential Information with at least the same care it uses for its own confidential information of like kind, and in no event less than reasonable care. Production files are stored in access-controlled storage and shared with production suppliers only as needed for the job.

4. No license, no warranty

No patent, copyright, trademark, or other license is granted except the limited right to use files to quote and fulfill an order. Confidential Information is provided “as is.” This Agreement does not require either Party to enter into a purchase contract.

5. Return or deletion

On written request after a quote expires or an order is complete (and any quality claim window has closed), EZPCBA will delete your files from live systems except copies we must keep for tax, accounting, quality traceability, or dispute records, which remain subject to this Agreement.

6. Term

This Agreement takes effect when you submit a valid electronic signature and covers Confidential Information disclosed during the three (3) years that follow. Each Party’s confidentiality obligations continue for three (3) years after the last disclosure and, for trade secrets, for as long as they remain trade secrets under applicable law.

7. Residual knowledge

This Agreement does not restrict a Party from using residual knowledge remaining in unaided memory of employees who had authorized access, provided they do not disclose Confidential Information or copy files.

8. Remedies

A breach may cause irreparable harm. The Disclosing Party may seek injunctive relief in any court of competent jurisdiction, without limiting its other remedies.

9. Governing law

This Agreement is governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict-of-law rules.

If a dispute cannot be resolved by good-faith negotiation, it shall be referred to arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat is Hong Kong. The language is English. There shall be one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

You may bring claims against us only in your individual capacity, not as a plaintiff or class member in a class or representative proceeding, to the extent that waiver is allowed by law.

10. Entire agreement; electronic signature

This Agreement is the entire agreement on confidentiality of the information described above. Typing your name, checking “I agree,” and submitting the form is your electronic signature, with the effect stated in this Agreement and applicable law. EZPCBA records your name, title, company, IP address, browser user agent, the Agreement version, and the time of signature.