Apex Governance LLC (“Apex”) generally executes a mutual non-disclosure agreement (“NDA”) with any prospective institutional counterparty before sharing methodology details that go beyond the public website (the “L1 Public” layer described in our public materials).
This page is a reference summary only. The actual NDA executed between the parties controls in all respects. Apex is happy to either (a) execute the prospective counterparty's standard mutual NDA, subject to reasonable amendment, or (b) provide its own standard mutual NDA on request.
§ 01 Parties
The NDA is mutual. Both Apex and the counterparty (each, in its capacity as a recipient of the other's information, the “Receiving Party”) accept the same confidentiality obligations.
§ 02 Definition of Confidential Information
“Confidential Information” means any non-public information disclosed by or on behalf of one party to the other in connection with the parties' evaluation of a potential business relationship, whether disclosed orally, in writing, electronically, or by visual demonstration, including:
- methodology details for any Apex product, including indicator definitions and counts, indicator weights, threshold values, scoring bands, grade and Kill Switch boundaries, and archetype classification rules;
- validation results below the public aggregate level, including sector-level AUC values, fold-level statistics, ablation results, and individual case-study materials not yet published;
- commercial information, including pricing, customer lists, business plans, and product roadmap;
- any technical, financial, operational, or strategic information of either party;
- the existence and terms of the discussions covered by the NDA.
Confidential Information is not subject to confidentiality obligations to the extent the Receiving Party can demonstrate it: (a) was lawfully in the Receiving Party's possession without confidentiality obligation prior to disclosure; (b) is or becomes publicly available through no act or omission of the Receiving Party; (c) is independently developed by the Receiving Party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully received by the Receiving Party from a third party without confidentiality obligation.
§ 03 Use Restriction
The Receiving Party will use the disclosing party's Confidential Information solely for the purpose of evaluating a potential business relationship between the parties (the “Permitted Purpose”), and for no other purpose. The Receiving Party will not use the disclosing party's Confidential Information to compete with the disclosing party, to develop a substitute or competing product or service, or to inform any decision-making outside the Permitted Purpose.
§ 04 Standard of Care
The Receiving Party will protect the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of similar sensitivity, and in any event no less than reasonable care. The Receiving Party will limit access to its personnel, professional advisors, and named representatives who have a need to know in connection with the Permitted Purpose and who are bound by confidentiality obligations no less protective than those in the NDA. The Receiving Party remains responsible for the acts and omissions of its representatives.
§ 05 Compelled Disclosure
If the Receiving Party becomes legally compelled to disclose Confidential Information — for example, by subpoena, court order, regulatory request, or operation of law — it will, to the extent legally permitted, give prompt prior written notice to the disclosing party so that the disclosing party may seek a protective order or other appropriate remedy, and will cooperate reasonably with the disclosing party's efforts to obtain such protection. Disclosure made under such compulsion does not breach the NDA, provided the Receiving Party discloses only the portion legally required to be disclosed and uses reasonable efforts to obtain confidential treatment.
§ 06 No License
The NDA does not grant the Receiving Party any license to or other right in the disclosing party's Confidential Information, intellectual property, or any improvement, derivative, or work product based on the Confidential Information. All rights are reserved to the disclosing party.
§ 07 No Obligation to Transact
The NDA does not obligate either party to enter into any subsequent agreement or to take any specific action with respect to the Permitted Purpose. Either party may discontinue evaluation at any time, with or without reason.
§ 08 Term and Survival
The NDA continues for the period stated in the executed agreement (typically two (2) to three (3) years from the effective date), with confidentiality obligations surviving termination for an additional period appropriate to the sensitivity of the information (typically five (5) years from disclosure, and indefinitely with respect to information that constitutes a trade secret under applicable law).
§ 09 Return or Destruction
Upon written request of the disclosing party (and in any event upon termination of the NDA), the Receiving Party will, at the disclosing party's option, return or destroy all copies of the disclosing party's Confidential Information in its possession or control, and certify destruction in writing if requested. The Receiving Party may retain (a) one archival copy in secure storage for legal-compliance purposes, and (b) copies created automatically by routine backup systems, in each case subject to continuing confidentiality obligations.
§ 10 Remedies
Each party acknowledges that breach of the NDA may cause irreparable harm to the disclosing party for which monetary damages may not be an adequate remedy, and agrees that the disclosing party is entitled to seek equitable relief (including injunctive relief and specific performance) without the requirement of posting bond, in addition to any other remedies available at law or in equity.
§ 11 Governing Law
The standard NDA is governed by the laws of the State of Delaware, U.S.A., with disputes resolved in the state and federal courts located in New Castle County, Delaware. Apex routinely accepts equivalent provisions in counterparty templates (for example, New York or California governing law) where commercially reasonable.