Read this before you show us a single number.
You are going to hand us your pricing, your customer list, and your books. Here is what we do with them, in plain English, then in the legal version. Ask for the signed NDA before we ever get on a call.
Your numbers stay in the room
Revenue, margins, pricing, close rates, payroll. We use them to do the work and for nothing else. They are never used as a case study without your written okay, and never with your name.
Your customers are not our list
Your customer list, your accounts, and your prospects are yours. We do not contact them for anyone else, we do not sell the list, and we do not keep it after the engagement ends unless you ask us to.
One client per trade per metro
We will not run sales for your competitor in your market. If a conflict exists, we tell you on the first call and one of us walks.
Your accounts, your logins
Agents and VAs run on accounts you control. When we part ways, you change the passwords and everything keeps working.
No training on your data
Nothing about your business is used to train a model, build a product, or improve a service for anyone else.
Written, mutual, signed first
All of this lives in a mutual NDA. Ask for it before the first call and you will have it before we talk.
The full text
This is the standard mutual NDA we sign with clients. Have your attorney read it. It is short on purpose.
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into between Intrepid Sales Co., a DBA of Goodman Enterprises ("Intrepid") and the company named on the signature page (the "Client"), together the "Parties," as of the date of the last signature.
1. Purpose
The Parties want to evaluate and carry out a business relationship in which Intrepid may provide sales, consulting, software implementation, staffing, automation, and website services to the Client (the "Purpose"). To do that, each Party may disclose information it considers confidential to the other.
2. Confidential Information
"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient"), in any form, that is marked confidential or that a reasonable person would understand to be confidential. For the Client this includes, without limitation, customer and prospect lists, pricing, margins, revenue, financial records, employee and contractor information, account credentials, contracts, and business plans. For Intrepid this includes, without limitation, playbooks, scripts, pricing models, procedures, software, research outputs, and methods.
Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient, (b) the Recipient can show it already had before disclosure, (c) the Recipient receives from a third party without a duty of confidentiality, or (d) the Recipient develops independently without use of the Discloser's Confidential Information.
3. Obligations
The Recipient will (a) use Confidential Information only for the Purpose, (b) not disclose it to anyone except its employees, contractors, and advisors who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement, (c) protect it with at least the same care it uses for its own confidential information and no less than reasonable care, and (d) not use the Discloser's Confidential Information to train any machine learning model, build any product, or provide any service to any third party.
4. Non-solicitation of customers
During the relationship and for twelve months after it ends, Intrepid will not use the Client's customer or prospect lists to solicit business on behalf of any other party, and will not provide sales services to a direct competitor of the Client in the same trade and metropolitan area without the Client's written consent.
5. Compelled disclosure
If the Recipient is required by law or court order to disclose Confidential Information, it will give the Discloser prompt notice where legally permitted and disclose only what is required.
6. Return and destruction
On the Discloser's written request, or when the relationship ends, the Recipient will return or destroy the Discloser's Confidential Information and confirm in writing that it has done so, except for copies that must be kept under law or that exist in routine backups, which remain subject to this Agreement.
7. Term
This Agreement covers information disclosed during the relationship and remains in effect for three years after the relationship ends. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
8. No license, no warranty
Nothing in this Agreement grants either Party any rights in the other's Confidential Information except the limited right to use it for the Purpose. Confidential Information is provided as is.
9. Remedies
The Parties agree that a breach of this Agreement may cause harm that money cannot fully repair, and that the Discloser may seek injunctive relief in addition to any other remedy available.
10. General
This Agreement is governed by the laws of the State of Oregon. It is the entire agreement between the Parties about its subject matter and may only be changed in a writing signed by both Parties. If any part is found unenforceable, the rest stays in effect. It may be signed electronically and in counterparts.
Signature page provided with the executed copy.
Why is this the first thing on the menu?
Because it is the first thing a serious owner worries about. You are going to show us your pricing, your customer list, and your numbers. You should know exactly what we do with them before you do.
Is the NDA mutual?
Yes. You protect our playbooks and methods, we protect everything about your business. Neither side can use the other side’s confidential information for anything outside the engagement.
Do you work with my competitors?
Not in your market. One client per trade per metro. If we are already working with someone in your trade and area, we will tell you on the first call.
Can I get the NDA signed before the first call?
Yes. Ask on the booking form and we will send it before we talk.
Want it signed before we talk?
Say so on the booking form and the NDA arrives before the calendar invite.