# Non-disclosure agreement (NDA) > Holistics' mutual non-disclosure agreement covering confidential information shared between Holistics and its customers during the pre-purchase evaluation process. :::tip Where to sign this document Sign the Holistics Non-Disclosure Agreement at: https://go.holistics.io/signnda Please note that we are unable to review or sign NDAs provided by our customers, or customize our NDA on a case-by-case basis. ::: _Last Updated: 3 July 2026_ ## Mutual Non-Disclosure Agreement This Agreement is dated **[Date]** and made **BETWEEN** Holistics Software Private Limited, whose principal place of business is located at 14 Robinson Road, Far East Finance Building, #08-01A, Singapore 048545 and its Affiliates ("Holistics") **AND** **[Company Name]**, whose principal place of business is located at **[Company Address]**, and its Affiliates (the "Evaluator"). (each a "Party" and collectively "Parties") "Affiliates" shall be defined as any company controlled by, controlling, or under common control with Holistics or the Company respectively. **WITNESSETH:** The Evaluator intends to evaluate one or more of Holistics' software product lines for potential purchase and use (the "Pre-Purchase Evaluation Purpose"). In connection with this evaluation, the Evaluator and Holistics may disclose to each other certain confidential and proprietary information, which will be used solely for the Pre-Purchase Evaluation Purpose. The parties agree to protect such confidential information from unauthorised use and disclosure under the terms of this Agreement. In consideration of the disclosure of such information by each of the parties, Holistics and the Evaluator agree as follows: ## 1. Definitions ### 1.1 Evaluator Confidential Information by Product The following table outlines the types of Confidential Information that may be shared by the Evaluator in the pre-purchase evaluation process, specific to each Holistics product line: | Product/Description | Evaluator Confidential Information | | --- | --- | | **Holistics BI** — A web-based software product for business intelligence and data analytics ([www.holistics.io](https://www.holistics.io)). | **Customer Database:** All data records stored within the Evaluator's databases connected to the Holistics BI platform. **Database Metadata:** Schemas, tables, fields, relationships, logic definitions, and data model configurations created or used within Holistics BI. **Query Results Cache:** SQL outputs temporarily stored for optimization during evaluation. | | **Holistics dbdiagram** — A web-based tool for creating database diagrams and visualizing entity relationships ([www.dbdiagram.io](https://www.dbdiagram.io)). | **Entity Relationship Diagrams:** Metadata for defining database structure and visualizing relationships between entities. **Diagram Metadata:** Titles, formatting, labels, and logic used to contextualize or represent database structure in diagrams. | | **Holistics dbdocs** — A tool for documenting databases, including schema structures, table descriptions, and related metadata ([www.dbdocs.io](https://www.dbdocs.io)). | **Database Documentation Metadata:** Metadata for defining database structures, including field descriptions, tables, and relationships. **Application Metadata:** Descriptive information used for labeling and contextualizing data within dbdocs, e.g., column formatting or explanatory notes. | ### 1.2 Holistics Confidential Information Confidential Information provided by Holistics may include, but is not limited to: - **Custom Proposals and Pricing:** Custom pricing models, bundled offerings, and non-standard commercial terms that are not published on the latest version of the individual product's pricing page. - **Internal Product Development:** Product architecture, APIs, integrations, security measures, and other operational strategies unique to Holistics. ### 1.3 Mutual Confidential Information The following categories of information are considered mutually confidential when disclosed by either party: - **Non-Public Product Roadmap:** Plans for future releases, updates, and beta features not yet publicly announced. - **Technical Documentation:** Any shared documentation related to APIs, integrations, workflows, or internal tools. - **Strategic Insights:** Go-to-market plans, competitive positioning, or joint business strategies disclosed as part of the evaluation. - **Internal Policies:** Processes, support strategies, or internal training materials provided for collaborative understanding. For the avoidance of doubt, emails sent by the Customer with generic company email content confidentiality boilerplates appended by default will not be classified as confidential information. ## 2. Limitation on Disclosure The Evaluator and Holistics agree: - to hold the other party's and all mutual Confidential Information in confidence, - not to disclose such Confidential Information to any third parties, except its independent contractors as reasonably necessary to carry out the Pre-Purchase Evaluation Purpose and who must be under an obligation of confidentiality not less restrictive than provided under this Agreement, and informed of the confidentiality of the Confidential Information, - not to use any Confidential Information for any purpose except for the Pre-Purchase Evaluation Purpose, - not to use any of the other party's Confidential Information for its own commercial advantage or to the commercial advantage of any third party; or to the commercial disadvantage of the other party, and - to limit the sharing or exposure of sensitive or confidential data within communications, including support tickets. Information shared should be strictly necessary and relevant for the resolution of inquiries or issues. This practice of data minimization is crucial to protect sensitive information and minimize the risk of unauthorized data exposure. ## 3. Exempting Provisions Confidential Information will not include information: - that is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; - was acquired by the receiving party before receipt of such information from the disclosing party and without restriction as to use or disclosure; - is hereafter rightfully furnished to the receiving party by a third party without restriction as to use or disclosure; - is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or - is disclosed with the prior written consent of the disclosing party. ## 4. Compelled Disclosure This Agreement shall not prohibit either party from disclosing information to the extent reasonably required by law; provided, that the party required to disclose such information shall provide, to the extent legally permissible, prior notice to the disclosing party of such required disclosure and the opportunity to obtain an appropriate protective or other court order. ## 5. Return of Confidential Information Upon either disclosing party's request, the receiving party will promptly return to such disclosing party all tangible items containing or consisting of such disclosing party's Confidential Information and all copies thereof, and/or to the extent Confidential Information is held in non-tangible form (e.g., electronic copies), all such Confidential Information shall be permanently destroyed. If so requested by the disclosing party, the receiving party shall promptly certify to the disclosing party the return of all tangible Confidential Information and destruction of all non-tangible Confidential Information. Notwithstanding anything herein to the contrary, (a) one (1) copy of all of the Confidential Information may be retained by counsel to the receiving party for evidentiary purposes and (b) the receiving party will not be required to delete or destroy any back-up tapes that capture Confidential Information which cannot be reasonably deleted or destroyed; provided that any Confidential Information retained by the receiving party as described in this sentence will remain subject to this Agreement for so long as such Confidential Information is retained. ## 6. Ownership Holistics and the Evaluator acknowledge that all Evaluator Confidential Information is owned solely by the Evaluator disclosing it and/or its licensors, and all Holistics Confidential Information is owned solely by Holistics and/or its licensors. Notwithstanding the foregoing, provided that Confidential Information is not used in violation of this Agreement, nothing herein shall be construed as a representation or inference that either party has not or will not develop information, material, technology or products for itself or others, that is similar to information, material, technology or products disclosed to its hereunder or that competes with products of the other party. Holistics and the Evaluator recognise and agree that nothing contained in this Agreement will be construed as granting any rights to Holistics or the Evaluator, by license or otherwise, to any Confidential Information disclosed to it by the other party except as specified in this Agreement. ## 7. Limitations on Use Neither Holistics nor the Evaluator shall attempt to reverse compile, reverse assemble, or reverse engineer any of the other party's software, equipment or other code that are within the meaning of Confidential Information or authorise others to do any of the foregoing. ## 8. Governing Law This Agreement will be construed, interpreted, and applied in accordance with the laws of Singapore. This Agreement is the complete and exclusive statement regarding the subject matter of this Agreement. In the event of any breach of this Agreement, in addition to all other rights and remedies available to the non-breaching party, the non-breaching party shall be entitled to seek an injunction to remedy such breach. ## 9. Dispute Resolution and Arbitration Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English. Unless mutually agreed otherwise, all arbitration sessions and proceedings shall be conducted virtually. If the Evaluator and Holistics cannot agree on an arbitrator, the Singapore International Arbitration Centre shall appoint an arbitrator with expertise in the B2B SaaS or Enterprise Software industry. ## 10. Assignment Neither party may assign all or any portion of its rights or obligations under this Agreement to any third party without the prior written consent of the other party to this Agreement, which consent shall not be unreasonably withheld. ## 11. Modification and Waiver No modification or waiver of any of the terms of this Agreement shall be valid unless in writing and executed with the same formality as this Agreement. The failure of either party to insist on strict compliance with any of the terms, covenants or conditions of this Agreement by the other party shall not be deemed a waiver of that or any other term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any time be deemed a waiver or relinquishment of that right or power for all or any other times. ## 12. Export Control Holistics and the Evaluator recognise that the communication or transfer of any information received pursuant to the Pre-Purchase Evaluation Purpose may be subject to specific governmental export approval. Holistics and the Evaluator agree to comply with all applicable export control legislation. ## 13. Term & Duration This Agreement will remain in effect unless either party gives 6 weeks written notice of termination. Sections 3, 4, 5, 6, 7, 8, 9, and 10 shall survive any termination of this Agreement indefinitely, and Section 2 shall survive the termination of this Agreement for five (5) years. ## 14. No Obligation Nothing contained herein shall be construed as obligating either party to disclose any Confidential Information or enter into any subsequent agreement or transact any business with the other party. ## 15. No License The receiving party recognizes and agrees that nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, to any Confidential Information, or as obligating either party hereto to enter into any further agreement with respect to the subject matter hereof or otherwise. ## 16. Entire Agreement This Agreement contains the entire understanding of Holistics and the Evaluator with respect to the matters provided for herein and supersedes any and all other prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or in writing, by any of the parties or by any officer, employee or representative of any party with respect to such matters. If the Evaluator subscribes to Holistics' services, this Agreement shall be superseded by the confidentiality provisions of the Terms of Service ("TOS") agreed to during subscription. The parties agree that the TOS will govern all subsequent disclosures of confidential information. For clarity, any information shared before subscription will remain subject to this Agreement until superseded by the TOS. --- **IN WITNESS WHEREOF**, the parties hereto have executed this Agreement by their duly authorised officers or representatives. Signed for and on behalf ofHOLISTICS SOFTWARE PTE. LTD. Signed for and on behalf of[EVALUATOR] By: …………………………………………… By: …………………………………………… Name: Name: Title: Title: Date: Date: