1. Parties and purpose

These confidentiality terms apply to project discussions between LEADX INFORMATION TECHNOLOGY SERVICE (AI SOFTWARE COMPANY) (“LEADX”) and the prospective or actual client (“Client”). The purpose is to allow both parties to evaluate, plan, design, engineer, price, or deliver a potential technology project while protecting confidential information shared for that purpose.

2. Confidential information

“Confidential Information” means non-public business, technical, financial, commercial, product, customer, operational, security, software, design, strategy, project, credential, documentation, or other information disclosed by either party that is identified as confidential or that a reasonable person would understand to be confidential given its nature and context.

3. Mutual obligations

Each receiving party will use Confidential Information only for the project or evaluation purpose, apply reasonable safeguards to protect it, and disclose it only to personnel, contractors, advisers, or service providers who reasonably need access and are subject to confidentiality obligations. Neither party may use the other party's Confidential Information to improperly compete, disclose trade secrets, or make unauthorized public announcements.

4. Exclusions

Confidential Information does not include information the receiving party can demonstrate: (a) was already lawfully known without confidentiality restriction; (b) becomes public through no breach of these terms; (c) is lawfully received from a third party without a confidentiality duty; or (d) is independently developed without use of the disclosing party's Confidential Information.

5. Required disclosure

If disclosure is required by applicable law, regulation, or lawful court or government order, the receiving party may disclose only the information legally required and, where legally permitted, will provide reasonable notice to the disclosing party.

6. Project submissions and intellectual property

Submitting a project brief does not transfer ownership of either party's pre-existing intellectual property. Ownership of newly created source code, designs, models, documentation, deliverables, reusable components, third-party materials, and related rights will be governed by the signed project proposal, contract, statement of work, or other written engagement terms.

7. Security and credentials

Clients should not place passwords, private keys, production credentials, regulated personal data, or other highly sensitive secrets in the public project-request form. Secure transfer arrangements should be agreed separately when such information is genuinely required for engineering work.

8. Duration

These confidentiality obligations apply while the parties are discussing or performing the project and continue for three (3) years after the most recent disclosure, except that trade secrets will remain protected for as long as they qualify for protection under applicable law or as otherwise agreed in writing.

9. No obligation to proceed

Confidential discussions do not require either party to proceed with a project, purchase services, accept a proposal, or enter into a commercial relationship. Any paid engagement requires mutually accepted commercial terms.

10. Governing terms

These standard terms are intended to operate under applicable laws of the Philippines. A separately executed NDA, master services agreement, project contract, or statement of work will control to the extent of any inconsistency.

11. Contact

Questions or requests for a separately signed NDA may be sent to info@leadxnet.com.