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Buyer–seller NDA (template)

Signed directly by the buyer and the seller, once Smelted introduces them and before the seller is named or shares a sample. Smelted offers this template; a seller can use its own NDA instead.

Draft placeholder for counsel. This outline lists what the agreement will cover. It isn’t the agreement and binds no one. The final text comes from Smelted’s lawyer.

1. Parties

  • [Counsel: the buyer and the seller. Smelted isn’t a party to the confidentiality terms and never receives the data; it’s named as the party that introduced them.]

2. Confidential information

  • [Counsel: include the seller’s identity, the existence of the deal, samples, pricing and offer terms.]
  • [Counsel: standard exclusions: already known, independently developed, lawfully received from others.]

3. Permitted use

  • [Counsel: evaluation of a possible license only. No training, fine-tuning or evaluation runs on samples unless agreed in writing.]

4. Introduced by Smelted

  • [Counsel: both sides acknowledge Smelted introduced the opportunity and keep Smelted involved in any license of this data between them for a set period. Smelted’s fee itself is protected in the seller agency agreement.]

5. Return and deletion

  • [Counsel: delete samples on request or when talks end, with written confirmation.]

6. Term, remedies and governing law

  • [Counsel: term of confidentiality, injunctive relief, governing law and venue.]

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