Last Update: 2/26/25
THIS NON-DISCLOSURE AGREEMENT (“AGREEMENT”) is made effective as of the date acknowledged in the Paymentus Developer Portal (the “Effective Date”) between your company (the “Company”) and Paymentus Corporation, a Delaware corporation with a principal place of business at 11605 North Community House Road, Suite 300, Charlotte, NC 28277 (“Paymentus”). Paymentus and the Company are referred to collectively as the “Parties” and individually as a “Party”.
In consideration of the mutual promises contained in this Agreement, intending to be legally bound, the Parties agree as follows:
Purpose
Paymentus may disclose to the Company certain Confidential Information through the Developer Portal for evaluation of or in furtherance of a business relationship with Paymentus (the “Authorized Purposes”) . The Company acknowledges the competitive value and confidential nature of the Confidential Information of Paymentus and the damage that could result if it is disclosed to any third party or used other than as permitted by this Agreement.
Confidential Information
“Confidential Information” means any information disclosed by Paymentus on or after the Effective Date through the Paymentus Developer Portal. The confidentiality and non-use obligations of this Agreement shall not apply to any information that the Company can reasonably demonstrate (a) is or becomes part of the public domain other than by disclosure by the Company or its Representatives in breach of this Agreement; (b) was in the possession of the Company at the time of disclosure; (c) becomes available to the Company on a non-confidential basis from a source other than Paymentus or its Representatives, provided that Company has no actual knowledge that such source is bound by an obligation of confidentiality preventing the disclosure of such information, or (d) was independently developed by or for the Company without any use of or reference to the Confidential Information of Paymentus in breach of this Agreement. As used herein, “Affiliates” means any entities that control, are controlled by, or are under common control with a Party, and “Representatives” means the Affiliates, directors, officers, employees, shareholders, agents, subcontractors, service providers or advisors (including, without limitation, attorneys, accountants, consultants, and financial advisors) of such Party.
Non-Disclosure and No Unauthorized Use
All Confidential Information received pursuant to this Agreement (i) will be used only for the Authorized Purposes and not for any other purpose, except as expressly authorized herein; (ii) will be held in confidence using at least the same precautions that the Company takes to protect its own Confidential Information, but no less than reasonable care; (iii) will be disclosed only to the Company’s Representatives who the Company reasonably believes should know such information in connection with the Authorized Purposes and who are legally bound to, or directed by Company to, uphold the terms of this Agreement with respect to the confidential treatment of the Confidential Information; and (iv) will retain any proprietary or confidential notices that appear on the original document or as later requested in writing by Paymentus. The Company agrees to notify Paymentus promptly in writing of any disclosure, misuse, or misappropriation of Confidential Information of Paymentus that may come to the Company’s attention. The Company is responsible for any disclosure or use of the Confidential Information by its Representatives in breach of this Agreement.
Ownership of Confidential Information
Confidential Information shall remain the exclusive property of Paymentus. Nothing in this Agreement shall be construed to grant the Company any intellectual property or other rights in or license to use Paymentus’ Confidential Information, except the limited right to review Confidential Information solely for the Authorized Purposes.
Required Disclosure
If disclosure of Paymentus’ Confidential Information is required by governmental or stock exchange request or applicable rule, regulation or law, including, without limitation, by deposition, interrogatories, requests for information or documents in legal proceedings, requests for documents or materials through a freedom of information request, subpoena, civil investigative demand or other similar process, the Company, unless prohibited by law, will give Paymentus prompt written notice so that Paymentus may, at its sole expense, obtain a protective order or other appropriate remedy. The Company will cooperate reasonably with Paymentus in connection with Paymentus’ efforts to obtain a protective order or other remedy. Any disclosure will be limited to what is expressly required, and unless prohibited by law, Paymentus shall be provided the reasonable opportunity to pre-approve the scope and nature of any required release of information, including a reasonable opportunity to produce an approved redaction of responsive materials.
Destruction of Confidential Information
Upon the written request of Paymentus, the Company must destroy, and direct its Representatives to destroy, all Confidential Information so that it is not retained in any form or for any reason other than as required by law, a bona fide records retention policy or regular data back-ups, which are periodically written-over or destroyed in accordance with the Company’s usual practice; provided that any Confidential Information so retained shall continue to be subject to the confidentiality and non-use provisions of this Agreement so long as it held by the Company. Within ten (10) days of a written request by Paymentus, the Company will deliver an authorized officer’s certificate certifying to the destruction required by this paragraph.
Injunctive Relief
The Company understands that the breach by it of any of its obligations may cause irreparable and immediate harm to Paymentus, for which money damages may be inadequate. Without prejudice to other rights and remedies available to Paymentus, the Company agrees that Paymentus may seek injunctive relief to prevent or remedy a breach of this Agreement.
Assignment
Neither Party may assign this Agreement without written consent from the other Party. Any purported assignment without such consent shall be void and unenforceable.
Disclaimer
Except warranting that it has the right to disclose the Confidential Information, Paymentus makes no representation, warranty, expressed or implied, with respect to its Confidential Information. Paymentus has no obligation under this Agreement to continue to provide Confidential Information, enter any business arrangement, definitive agreement, complete any transaction or provide, accept, purchase or offer for sale any products or services to or from the other Party.
Term
The obligations under this Agreement shall survive for a period of three (3) years from the Effective Date (the “Term”). Notwithstanding the foregoing, with respect to trade secrets (as defined under the Uniform Trade Secret Act, “Trade Secrets”), the obligations under this Agreement shall survive for the longer of (i) the Term, or (ii) the period such information remains a Trade Secret.
Governing Law
This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws of the state of Delaware.
Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or via email coupled with a return reply of receipt; or (iii) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth in the introductory paragraph (or to such other address that may be designated by a Party from time to time in accordance with this Section). In order for any notice to Paymentus to be validly received, it must also be sent via the same method to the attention of Paymentus’ General Counsel at the address set forth above.
General
This Agreement shall be binding upon and inure only to the benefit of the Parties, their successors, and permitted assigns, and nothing in this Agreement shall create any rights or benefits for any third party. If any of the terms of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the Parties hereto that the remaining terms hereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining terms shall continue in full force and effect. No waiver by Paymentus of any breach of, or default in, any term or condition of this Agreement shall constitute a waiver of or assent to any succeeding breach of, or default in, the same or any other term or condition hereof. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements or understandings between them with respect to the matters referred to herein. This Agreement may only be amended by a written executed by the Parties and shall not be modified or supplemented by any terms or conditions contained within information exchange platforms. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same agreement. Images of manually executed signatures transmitted by facsimile or other electronic formats (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic symbol or process associated with the Agreement adopted or used by a person with the intent to sign the record) shall be of the same legal effect, validity, and enforceability as a manually executed signature. Electronic transmission, whether automated or manual, of an executed counterpart of this Agreement, shall be deemed to constitute due and sufficient delivery of such counterpart.
As an authorized Representative of the Company, Recipient, by clicking below, acknowledges that he or she has read, understood, and concurs that the Company is a party to and is bound by the terms and conditions contained in this Agreement. Upon receipt of this Agreement, the Paymentus Compliance group will engage to supply such information as deemed necessary by the Paymentus.