onTerms onNDA Module v1.0 — Standard Terms (England & Wales)

onterms:nda:1.0.0:EW · Status: v0.9 DRAFT — Not legal advice.

A standalone mutual NDA for the pre-agreement phase — the instrument onTerms was missing. CORE §7 confidentiality only attaches once an Order is signed; everything before that (pricing, technical info, roadmaps, trials, POCs, data samples) had no home. onNDA is the "oneNDA for the pre-deal phase": lightweight, adopt-verbatim, mutual-by-default, content-addressed and signable via onSign, that stands alone or precedes an Order.

Architecture & no-drift rule

Immutable, content-addressed. The body is adopt-verbatim; the only negotiable surface is the Elections on the NDA cover (a thin standalone instrument — not an Order; no commercial block). It incorporates CORE §7 by reference for the protection standard — it does not redefine confidentiality. "Confidential Information", "Discloser", "Recipient", "Purpose", "Permitted Recipients", "Sample Data" all carry their Dictionary meanings (reused verbatim — the Dictionary's inclusion of "Order terms / Customer Data" is simply inapplicable pre-Order and springs back unchanged if an Order is later signed, so there is never a definitional mismatch across onNDA → CORE §7 → Order). Benchmarked against oneNDA (mutual; ~5 plain clauses; thin cover carrying parties/Purpose/period/law/forum).

0. B2B-only

Registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2); consumers refused, badge-ineligible.

1. Purpose & purpose-limited use

Each party may disclose Confidential Information solely to evaluate, discuss, negotiate and progress the Purpose stated on the cover, and use the other's only for the Purpose — not to compete with, reverse-engineer the commercial position of, or gain advantage over the Discloser. Mutual by default (mode = mutual); one_way names a single Discloser.

2. Protection standard = CORE §7

The protection standard, Permitted Recipients, required-by-law disclosures, and return/destruction are CORE §7 (incorporated by reference) — reused so onNDA, CORE and any later Order share one standard.

3. No licence · no obligation to proceed (Walford v Miles)

No licence or IP transfer beyond use for the Purpose. No party is obliged to disclose, to proceed, to negotiate, to continue negotiating, or to contract; either party may walk away at any time, for any reason, without liability. This NDA creates no lock-out or duty to deal (a bare agreement to negotiate is unenforceable — Walford v Miles). No warranty as to accuracy/completeness of disclosures (save fraud).

4. Term, survival (tail from disclosure) & return

4.1 Term. From the last signature until the earlier of (a) the parties signing an Order that assumes it under CORE §7.8, or (b) nda_outer_term_years (∈ {1,2,3}; default 2), terminable earlier on 30 days' notice. 4.2 Survival — tail from disclosure. Confidentiality obligations survive confidentiality_tail_years (∈ {2,3,5}; default 3) from the date that item was disclosed — the same clock and knob as CORE §7.5, so an NDA→Order journey is continuous and never resets. Trade secrets and Personal Data: perpetual while they qualify. 4.3 Return/destroy. On the earlier of the Discloser's written request, expiry, or a deal-dead notice (the parties confirming no Order will proceed), the Recipient returns or destroys the Confidential Information and Sample Data within return_or_destruction_days (∈ {14,30,60}; default 30), save routine backups / legal-hold (which stay subject to this NDA while retained); certify on request.

5. Sample data

Where data_samples_in_scope is true (default), Sample Data exchanged in negotiation is expressly the Discloser's Confidential Information for the Purpose. Where Sample Data contains Personal Data, onDPA (onterms:dpa:1.0.0:EW) must be put in place before any Processing — in its evaluation / controller-to-controller mode where the recipient evaluates the data in its own environment (see onDPA §10). No retention/training on Sample Data beyond the Purpose; return/delete per §4.3.

6. Residuals — off by default (honest)

residuals = off is standard: no residuals licence; clauses 1 and 3 govern; unaided memory creates no right to use Confidential Information. If residuals = narrow_unaided_memory, the only carve-out is general skills/knowledge/ideas in the unaided memory of authorised individuals — conferring no IP licence, not extending to any trade secret or Personal Data, and not a deliberate memorise-and-reuse route.

7. Remedies & liability

Injunctive/equitable relief is preserved (direct to court) plus damages for breach of confidence (CORE §7.6). Breach of confidence is uncapped (CORE §7.7); there is no Order, no Fees and no cap multiple pre-deal. Pure negotiation losses (loss of profit/goodwill from walking away) are excluded both ways (§3), except breach of confidence. Death/PI + fraud never excluded.

8. Relationship to a later Order (the bridge)

If the parties later sign an Order that pins this onNDA in confidentiality.prior_instruments[], CORE §7.8 brings this NDA's protection forward (relation-back to first disclosure; the Order's entire-agreement clause cannot extinguish it; the tail runs from the later of disclosure / Order termination). If no Order results, this NDA stands alone (§4). The chain is provable: order_hash → prior_instruments[].sha256 → nda_hash, each onSigned + RFC 3161-timestamped (verifier §V9).

9. Governing law & boilerplate

Governed by the elected governing_law pack (CORE allowlist; default E&W), forum bundled with the pack (indivisible — verifier §V3). Dispute resolution per dispute_resolution.mode (default courts); if onterms:dispute is incorporated its ladder applies — save that a party may always go direct to court for injunctive relief. CRTPA 1999 excluded (Affiliates carve-back for confidentiality). Entire agreement: this NDA + cover (save fraud). No oral modification (Rock Advertising v MWB). The canonical signed data object is the original.

Elections (the NDA cover)

The NDA cover is its own content-addressed instrument: instrument_type: "nda", parties (same shape as an Order, so they flow straight in), purpose, elections.nda, execution{ method, nda_hash, signatures[] }. Validates against schema/onterms-nda.schema.json + schema/elections/nda-1.0-ew.elections.json. An NDA carries no monetary total, so the verifier's over-threshold human-ratification rule (§V4) is not triggered — but a standard mutual NDA may be agent-bound under a may_bind_standard_nda mandate, while any non_standard[] term forces human escalation.

Hard-coded E&W overlays (not Elections)

Confidential Information = Dictionary verbatim (no redefinition); tail from disclosure (= CORE §7.5); death/PI + fraud never excluded; breach of confidence uncapped; trade secrets + Personal Data perpetual; no agreement to negotiate / no duty to deal (Walford v Miles) — structural, not an Election; injunctive relief preserved direct to court; CRTPA 1999 excluded (Affiliates carve-back); no oral modification; standstill/non-solicit are non-standard-if-true.