Contracts
- OneTrust Master Terms of Service
- Contracting with OneTrust
- OneTrust Data Processing Addendum
- Azure Marketplace Supplemental Terms
- Convercent Supplemental Terms
- Certification Automation Supplemental Terms
- Third-Party Due Diligence Supplemental Terms
- Business Associate Agreement
- Standard Contractual Clauses
- OneTrust Mutual Nondisclosure Agreement
- Amendments for Existing Customers
- OneTrust Mutual Nondisclosure Agreement (Web)
OneTrust Master Terms of Service
Contracting with OneTrust
Effective February 5th 2026
DownloadTable of Contents
Contracting with OneTrust®
Our goal is to provide an overview of what your company is purchasing from OneTrust, in order to support your review of the OneTrust Master Terms of Service (“Master Terms”) and associated documents such as the OneTrust Data Processing Addendum (“DPA”). We also aim to highlight certain key provisions and principles in the Master Terms along with OneTrust’s approach to privacy and security. This content is provided for informational purposes only and is not part of any contract.
OneTrust Master Terms of Service
Why should customers use OneTrust’s Master Terms?
The Master Terms reflect the one-to-many delivery model of the OneTrust services, meaning our services, operations, and controls are the same across our entire customer base. This directly translates into the efficiencies and value we pass on to our customers.
We take great care to include industry-standard protections in the Master Terms which are mutually beneficial to customers and OneTrust. We conduct regular benchmarking of the industry and our competitors to anticipate changes in our offerings, industry, and data protection regulations with an eye towards maintaining a customer-friendly and compliant approach to contracting.
The Master Terms are tailored specifically to OneTrust services and our business model. Customer purchasing templates are typically much broader and generic in scope and therefore require substantial investments of time by all parties through multiple rounds of negotiations and exchanges of redlines to align the template to reflect OneTrust’s services and business model.
In our experience, using the Master Terms increases the speed (by over 300%) at which customers can conclude the contract review process and move on to implementation of our services, while ensuring a reasonable allocation of risk.
But don’t just take our word for it — the OneTrust Master Terms have been independently assessed and certified by TermScout.
OneTrust’s Master Terms are TermScout Certified™–what does that mean?
TermScout is a contract review platform that enables customers to gain insights into contracts. Using a combination of artificial intelligence and experienced legal professionals, TermScout analyzed over 750 data points in the Master Terms and benchmarked the terms against more than 1,500 similar vendor contracts.
After an extensive quality control review from a committee of human experts, the Master Terms received a rating of 70% Customer Favorable!
What am I purchasing from OneTrust?
Frequently Asked Questions
Security, Data Processing, and the DPA
OneTrust Data Processing Addendum
Azure Marketplace Supplemental Terms
Convercent Supplemental Terms
Certification Automation Supplemental Terms
Third-Party Due Diligence Supplemental Terms
Business Associate Agreement
Standard Contractual Clauses
OneTrust Mutual Nondisclosure Agreement
Amendments for Existing Customers
Effective July 8th 2024
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Amendments for Existing Customers
For our customers’ convenience, OneTrust customers who desire to incorporate an updated OneTrust Data Processing Addendum (“DPA”) or who would like to incorporate the Standard Contractual Clauses (“SCCs”) into their current contract with OneTrust may utilize the links below to initiate the request.
 |  |  | ||
Launch | Sign | Executed Copy | ||
Click the link to launch the SCC or DPA amendment and fill required fields to generate the contract. | Execute the generated contract to share with the OneTrust signer with a request for countersignature. | Once OneTrust reviews the request & countersigns, each signer will receive the fully executed contract via email. |
Amendment to Incorporate Standard Contractual Clauses
The SCC Amendment is valid for customers who have a pre-existing agreement with OT Technology, Inc., OneTrust LLC, or OT (Australia) Pty. Limited, to incorporate the Standard Contractual Clauses into their agreement with OneTrust, and is effective upon OneTrust’s countersignature of the SCC Amendment.
Amendment to Incorporate Data Processing Addendum
The DPA Amendment is valid for customers who have a pre-existing agreement with OT Technology, Inc., OneTrust LLC, OneTrust Technology Ltd., OT (Australia) Pty. Limited, or OT Technology Spain, S.L.U., and is effective upon OneTrust’s countersignature of the DPA Amendment.
OneTrust Mutual Nondisclosure Agreement (Web)
Effective December 4th 2024
DownloadTable of Contents
Mutual Nondisclosure Agreement
Last Updated: November 20, 2024
This Mutual Nondisclosure Agreement (the “NDA”), dated as of the date of the electronic acceptance of this document by the signer (“Effective Date”), is between OneTrust, for itself and its Affiliates ("OneTrust"), and {{company}}, for itself and its Affiliates ("Company") (each a “party”, together the “parties”), for the purpose of a potential business transaction between the parties (“Purpose”).
"Affiliate" means any entity Controlled by, Controlling or under common Control with a party to this NDA, whereby “Control” means (i) the direct or indirect ownership of more than fifty percent of the equity interest in such entity or (ii) the ability in fact to control the management decisions of such entity.
“Authorized Representatives” means in respect of either party, its and its Affiliates’ employees, consultants, and advisors who are bound by written confidentiality obligations no less protective than the terms herein.
“Confidential Information” means non-public technical, business, and other information or materials (including trade secrets as defined under applicable law) in any form that is disclosed or made available by a party (the “Discloser”) to the other party (the “Recipient”) in connection with the Purpose before or after the date of this NDA that is marked or identified as confidential or provided under circumstances indicating its confidentiality. Confidential Information also includes any information or materials that relate to either Party’s products (including but not limited to pricing, product roadmaps, license keys, and marketing plans) whether or not marked. Confidential Information shall not include any information that: (a) is or becomes generally available to the public at no fault of Recipient; (b) is obtained by or already known to Recipient without an existing obligation of confidentiality; or (c) was or is independently developed by Recipient.
“OneTrust” means the entity identified in the Contracting Entities Table at Exhibit A (the “Contracting Entities Table”).
- Responsibilities. Neither party may disclose or otherwise use the other party’s Confidential Information except as necessary in connection with the Purpose. Each party shall safeguard the Confidential Information using no less than a commercially reasonable degree of care. Recipient may disclose the Confidential Information to (i) its Authorized Representatives who have a need to know the Confidential Information for the Purpose and are informed of its confidential nature; or (ii) as required by applicable law or a valid legal order after using reasonable efforts to provide notice of such disclosure. Recipient shall promptly notify Discloser of any unauthorized disclosure hereunder. Recipient shall be responsible for any breach of this NDA caused by its Authorized Representatives. This NDA is not made for the benefit of third parties and does not create any agency or partnership between the parties.
- Ownership. Discloser retains its entire right, title, and interest in and to all Confidential Information, and no disclosure hereunder will be construed as a license, assignment, or other transfer of the same.
- No Warranty. Discloser makes no representation or warranty concerning its Confidential Information, expressed or implied. CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS” BASIS.
- Term and Termination. This NDA will remain in unless terminated by either party in writing, in which case Recipient shall stop all use and disclosure of Discloser’s Confidential Information. Recipient must meet its obligations with respect to Confidential Information for five (5) years after receipt of that Confidential Information. Upon request, Recipient shall use commercially reasonable efforts to erase or destroy all Confidential Information in its possession and certify such destruction in writing. Notwithstanding the foregoing, Recipient may retain copies of Confidential Information stored on Recipient’s IT backup and disaster recovery systems until the ordinary course deletion thereof or that is required by applicable law or regulatory requirements to which it is subject. Recipient shall continue to be bound by the terms of this NDA for any Confidential Information that is retained.
- Remedies. Recipient acknowledges and agrees that any breach of this NDA may cause injury to Discloser for which money damages would be an inadequate remedy and that, in addition to remedies at law, Discloser is entitled to seek other remedies, such as equitable relief or specific performance.
- Governing Law and Jurisdiction. Any dispute or claim arising under or in connection with this NDA shall be governed by and construed in accordance with the laws of and under the exclusive jurisdiction of the Courts of the jurisdiction set forth in the Contracting Entities Table based on the applicable contracting entity. Each party agrees, without regard to conflicts of law rules, to the applicable governing law and to the exclusive jurisdiction of the applicable courts.
- Assignment. Except for either party’s right to assign this NDA to an Affiliate (in the event of a merger, reorganization, acquisition, sale, or otherwise), neither party may assign any rights or obligations under this NDA without the other party’s written consent and any such assignment will be void.
- Notice. All notices must be in writing and addressed to the relevant party at its address set forth in the Contracting Entities Table (or as otherwise specified in writing) with a copy to [email protected] and be personally delivered or sent by nationally recognized courier or certified or registered mail, return receipt requested.
- Miscellaneous. This NDA constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements with respect to the Purpose, however, this NDA does not invalidate any existing terms and conditions (including those governing existing business relationships and/or free or trial environments) in place between the Parties and/or their Affiliates. Any amendment must be in writing signed by both parties. This NDA may be executed and delivered in counterparts including by electronically delivered signature. A party’s failure to enforce any provision of this NDA will not constitute a waiver.
IN WITNESS WHEREOF, the parties have duly executed this NDA as of the Effective Date.
Company: | {{company}} |
Name: | {{firstName}} {{lastName}} |
Title: | {{title}} |
Exhibit A
Contracting Entities Table
If Customer is domiciled in: | Then the OneTrust contracting entity is: | Notices to OneTrust shall be sent to the following address: | Governing Law and Exclusive Jurisdiction are: |
North America or South America | OT Technology, Inc. | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of the State of Georgia, US under the jurisdiction of the Courts of Atlanta, Georgia. |
UK, Guernsey, or Jersey | OneTrust Technology Ltd. | 82 St John Street London, England, EC1M 4JN | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Europe, the Middle East, or Africa (except UK, Guernsey, and Jersey) | OT Technology Spain S.L.U. | Pl. Pablo Ruiz Picasso, 11, Tetuán, 28020 Madrid, España | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Australia or New Zealand | OT (Australia) Pty Ltd | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Asia Pacific (except Australia and New Zealand) | OT Technology, Inc. | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of the State of Georgia, US under the jurisdiction of the Courts of Atlanta, Georgia. |
If no OneTrust contracting entity is specified in the Contracting Entities Table, then the OneTrust contracting entity shall be OT Technology, Inc. and the Contracting Entities Table shall apply as if customer were domiciled in North America.
Copyright © 2024 OneTrust LLC. Proprietary & Confidential.
Effective November 20th 2024 to December 4th 2024
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Mutual Nondisclosure Agreement
Last Updated: November 20, 2024
This Mutual Nondisclosure Agreement (the “NDA”), dated as of the date of the electronic acceptance of this document by the signer (“Effective Date”), is between OneTrust, for itself and its Affiliates ("OneTrust"), and {{company}}, for itself and its Affiliates ("Company") (each a “party”, together the “parties”), for the purpose of a potential business transaction between the parties (“Purpose”).
"Affiliate" means any entity Controlled by, Controlling or under common Control with a party to this NDA, whereby “Control” means (i) the direct or indirect ownership of more than fifty percent of the equity interest in such entity or (ii) the ability in fact to control the management decisions of such entity.
“Authorized Representatives” means in respect of either party, its and its Affiliates’ employees, consultants, and advisors who are bound by written confidentiality obligations no less protective than the terms herein.
“Confidential Information” means non-public technical, business, and other information or materials (including trade secrets as defined under applicable law) in any form that is disclosed or made available by a party (the “Discloser”) to the other party (the “Recipient”) in connection with the Purpose before or after the date of this NDA that is marked or identified as confidential or provided under circumstances indicating its confidentiality. Confidential Information also includes any information or materials that relate to either Party’s products (including but not limited to pricing, product roadmaps, license keys, and marketing plans) whether or not marked. Confidential Information shall not include any information that: (a) is or becomes generally available to the public at no fault of Recipient; (b) is obtained by or already known to Recipient without an existing obligation of confidentiality; or (c) was or is independently developed by Recipient.
“OneTrust” means the entity identified in the Contracting Entities Table at Exhibit A (the “Contracting Entities Table”).
- Responsibilities. Neither party may disclose or otherwise use the other party’s Confidential Information except as necessary in connection with the Purpose. Each party shall safeguard the Confidential Information using no less than a commercially reasonable degree of care. Recipient may disclose the Confidential Information to (i) its Authorized Representatives who have a need to know the Confidential Information for the Purpose and are informed of its confidential nature; or (ii) as required by applicable law or a valid legal order after using reasonable efforts to provide notice of such disclosure. Recipient shall promptly notify Discloser of any unauthorized disclosure hereunder. Recipient shall be responsible for any breach of this NDA caused by its Authorized Representatives. This NDA is not made for the benefit of third parties and does not create any agency or partnership between the parties.
- Ownership. Discloser retains its entire right, title, and interest in and to all Confidential Information, and no disclosure hereunder will be construed as a license, assignment, or other transfer of the same.
- No Warranty. Discloser makes no representation or warranty concerning its Confidential Information, expressed or implied. CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS” BASIS.
- Term and Termination. This NDA will remain in unless terminated by either party in writing, in which case Recipient shall stop all use and disclosure of Discloser’s Confidential Information. Recipient must meet its obligations with respect to Confidential Information for five (5) years after receipt of that Confidential Information. Upon request, Recipient shall use commercially reasonable efforts to erase or destroy all Confidential Information in its possession and certify such destruction in writing. Notwithstanding the foregoing, Recipient may retain copies of Confidential Information stored on Recipient’s IT backup and disaster recovery systems until the ordinary course deletion thereof or that is required by applicable law or regulatory requirements to which it is subject. Recipient shall continue to be bound by the terms of this NDA for any Confidential Information that is retained.
- Remedies. Recipient acknowledges and agrees that any breach of this NDA may cause injury to Discloser for which money damages would be an inadequate remedy and that, in addition to remedies at law, Discloser is entitled to seek other remedies, such as equitable relief or specific performance.
- Governing Law and Jurisdiction. Any dispute or claim arising under or in connection with this NDA shall be governed by and construed in accordance with the laws of and under the exclusive jurisdiction of the Courts of the jurisdiction set forth in the Contracting Entities Table based on the applicable contracting entity. Each party agrees, without regard to conflicts of law rules, to the applicable governing law and to the exclusive jurisdiction of the applicable courts.
- Assignment. Except for either party’s right to assign this NDA to an Affiliate (in the event of a merger, reorganization, acquisition, sale, or otherwise), neither party may assign any rights or obligations under this NDA without the other party’s written consent and any such assignment will be void.
- Notice. All notices must be in writing and addressed to the relevant party at its address set forth in the Contracting Entities Table (or as otherwise specified in writing) with a copy to [email protected] and be personally delivered or sent by nationally recognized courier or certified or registered mail, return receipt requested.
- Miscellaneous. This NDA constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements with respect to the Purpose, however, this NDA does not invalidate any existing terms and conditions (including those governing existing business relationships and/or free or trial environments) in place between the Parties and/or their Affiliates. Any amendment must be in writing signed by both parties. This NDA may be executed and delivered in counterparts including by electronically delivered signature. A party’s failure to enforce any provision of this NDA will not constitute a waiver.
IN WITNESS WHEREOF, the parties have duly executed this NDA as of the Effective Date.
Company: | {{company}} |
Name: | {{firstName}} {{lastName}} |
Title: | {{title}} |
Exhibit A
Contracting Entities Table
If Customer is domiciled in: | Then the OneTrust contracting entity is: | Notices to OneTrust shall be sent to the following address: | Governing Law and Exclusive Jurisdiction are: |
North America or South America | OT Technology, Inc. | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of the State of Georgia, US under the jurisdiction of the Courts of Atlanta, Georgia. |
UK, Guernsey, or Jersey | OneTrust Technology Ltd. | 82 St John Street London, England, EC1M 4JN | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Europe, the Middle East, or Africa (except UK, Guernsey, and Jersey) | OT Technology Spain S.L.U. | Pl. Pablo Ruiz Picasso, 11, Tetuán, 28020 Madrid, España | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Australia or New Zealand | OT (Australia) Pty Ltd | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Asia Pacific (except Australia and New Zealand) | OT Technology, Inc. | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of the State of Georgia, US under the jurisdiction of the Courts of Atlanta, Georgia. |
If no OneTrust contracting entity is specified in the Contracting Entities Table, then the OneTrust contracting entity shall be OT Technology, Inc. and the Contracting Entities Table shall apply as if customer were domiciled in North America.
Copyright © 2024 OneTrust LLC. Proprietary & Confidential.
Effective November 20th 2024 to November 20th 2024
DownloadTable of Contents
Mutual Nondisclosure Agreement
Last Updated: November 14, 2024
This Mutual Nondisclosure Agreement (the “NDA”), dated as of the date of the last signature below (or other form of acceptance) (“Effective Date”), is between OneTrust, for itself and its Affiliates ("OneTrust"), and {{company}}, for itself and its Affiliates ("Company") (each a “party”, together the “parties”), for the purpose of a potential business transaction between the parties (“Purpose”).
"Affiliate" means any entity Controlled by, Controlling or under common Control with a party to this NDA, whereby “Control” means (i) the direct or indirect ownership of more than fifty percent of the equity interest in such entity or (ii) the ability in fact to control the management decisions of such entity.
“Authorized Representatives” means in respect of either party, its and its Affiliates’ employees, consultants, and advisors who are bound by written confidentiality obligations no less protective than the terms herein.
“Confidential Information” means non-public technical, business, and other information or materials (including trade secrets as defined under applicable law) in any form that is disclosed or made available by a party (the “Discloser”) to the other party (the “Recipient”) in connection with the Purpose before or after the date of this NDA that is marked or identified as confidential or provided under circumstances indicating its confidentiality. Confidential Information also includes any information or materials that relate to either Party’s products (including but not limited to pricing, product roadmaps, license keys, and marketing plans) whether or not marked. Confidential Information shall not include any information that: (a) is or becomes generally available to the public at no fault of Recipient; (b) is obtained by or already known to Recipient without an existing obligation of confidentiality; or (c) was or is independently developed by Recipient.
“OneTrust” means the entity identified in the Contracting Entities Table at Exhibit A (the “Contracting Entities Table”).
- Responsibilities. Neither party may disclose or otherwise use the other party’s Confidential Information except as necessary in connection with the Purpose. Each party shall safeguard the Confidential Information using no less than a commercially reasonable degree of care. Recipient may disclose the Confidential Information to (i) its Authorized Representatives who have a need to know the Confidential Information for the Purpose and are informed of its confidential nature; or (ii) as required by applicable law or a valid legal order after using reasonable efforts to provide notice of such disclosure. Recipient shall promptly notify Discloser of any unauthorized disclosure hereunder. Recipient shall be responsible for any breach of this NDA caused by its Authorized Representatives. This NDA is not made for the benefit of third parties and does not create any agency or partnership between the parties.
- Ownership. Discloser retains its entire right, title, and interest in and to all Confidential Information, and no disclosure hereunder will be construed as a license, assignment, or other transfer of the same.
- No Warranty. Discloser makes no representation or warranty concerning its Confidential Information, expressed or implied. CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS” BASIS.
- Term and Termination. This NDA will remain in unless terminated by either party in writing, in which case Recipient shall stop all use and disclosure of Discloser’s Confidential Information. Recipient must meet its obligations with respect to Confidential Information for five (5) years after receipt of that Confidential Information. Upon request, Recipient shall use commercially reasonable efforts to erase or destroy all Confidential Information in its possession and certify such destruction in writing. Notwithstanding the foregoing, Recipient may retain copies of Confidential Information stored on Recipient’s IT backup and disaster recovery systems until the ordinary course deletion thereof or that is required by applicable law or regulatory requirements to which it is subject. Recipient shall continue to be bound by the terms of this NDA for any Confidential Information that is retained.
- Remedies. Recipient acknowledges and agrees that any breach of this NDA may cause injury to Discloser for which money damages would be an inadequate remedy and that, in addition to remedies at law, Discloser is entitled to seek other remedies, such as equitable relief or specific performance.
- Governing Law and Jurisdiction. Any dispute or claim arising under or in connection with this NDA shall be governed by and construed in accordance with the laws of and under the exclusive jurisdiction of the Courts of the jurisdiction set forth in the Contracting Entities Table based on the applicable contracting entity. Each party agrees, without regard to conflicts of law rules, to the applicable governing law and to the exclusive jurisdiction of the applicable courts.
- Assignment. Except for either party’s right to assign this NDA to an Affiliate (in the event of a merger, reorganization, acquisition, sale, or otherwise), neither party may assign any rights or obligations under this NDA without the other party’s written consent and any such assignment will be void.
- Notice. All notices must be in writing and addressed to the relevant party at its address set forth in the Contracting Entities Table (or as otherwise specified in writing) with a copy to [email protected] and be personally delivered or sent by nationally recognized courier or certified or registered mail, return receipt requested.
- Miscellaneous. This NDA constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements with respect to the Purpose, however, this NDA does not invalidate any existing terms and conditions (including those governing existing business relationships and/or free or trial environments) in place between the Parties and/or their Affiliates. Any amendment must be in writing signed by both parties. This NDA may be executed and delivered in counterparts including by electronically delivered signature. A party’s failure to enforce any provision of this NDA will not constitute a waiver.
IN WITNESS WHEREOF, the parties have duly executed this NDA as of the Effective Date.
Company: | {{company}} |
Name: | {{firstName}} {{lastName}} |
Title: | {{title}} |
Exhibit A
Contracting Entities Table
If Customer is domiciled in: | Then the OneTrust contracting entity is: | Notices to OneTrust shall be sent to the following address: | Governing Law and Exclusive Jurisdiction are: |
North America or South America | OT Technology, Inc. | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of the State of Georgia, US under the jurisdiction of the Courts of Atlanta, Georgia. |
UK, Guernsey, or Jersey | OneTrust Technology Ltd. | 82 St John Street London, England, EC1M 4JN | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Europe, the Middle East, or Africa (except UK, Guernsey, and Jersey) | OT Technology Spain S.L.U. | Pl. Pablo Ruiz Picasso, 11, Tetuán, 28020 Madrid, España | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Australia or New Zealand | OT (Australia) Pty Ltd | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Asia Pacific (except Australia and New Zealand) | OT Technology, Inc. | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of the State of Georgia, US under the jurisdiction of the Courts of Atlanta, Georgia. |
If no OneTrust contracting entity is specified in the Contracting Entities Table, then the OneTrust contracting entity shall be OT Technology, Inc. and the Contracting Entities Table shall apply as if customer were domiciled in North America.
Copyright © 2024 OneTrust LLC. Proprietary & Confidential.
Effective November 14th 2024 to November 20th 2024
DownloadTable of Contents
Mutual Nondisclosure Agreement
Last Updated: November 14, 2024
This Mutual Nondisclosure Agreement (the “NDA”), dated as of the date of the last signature below (or other form of acceptance) (“Effective Date”), is between OneTrust, for itself and its Affiliates ("OneTrust"), and {{company}} , for itself and its Affiliates ("Company") (each a “party”, together the “parties”), for the purpose of a potential business transaction between the parties (“Purpose”).
"Affiliate" means any entity Controlled by, Controlling or under common Control with a party to this NDA, whereby “Control” means (i) the direct or indirect ownership of more than fifty percent of the equity interest in such entity or (ii) the ability in fact to control the management decisions of such entity.
“Authorized Representatives” means in respect of either party, its and its Affiliates’ employees, consultants, and advisors who are bound by written confidentiality obligations no less protective than the terms herein.
“Confidential Information” means non-public technical, business, and other information or materials (including trade secrets as defined under applicable law) in any form that is disclosed or made available by a party (the “Discloser”) to the other party (the “Recipient”) in connection with the Purpose before or after the date of this NDA that is marked or identified as confidential or provided under circumstances indicating its confidentiality. Confidential Information also includes any information or materials that relate to either Party’s products (including but not limited to pricing, product roadmaps, license keys, and marketing plans) whether or not marked. Confidential Information shall not include any information that: (a) is or becomes generally available to the public at no fault of Recipient; (b) is obtained by or already known to Recipient without an existing obligation of confidentiality; or (c) was or is independently developed by Recipient.
“OneTrust” means the entity identified in the Contracting Entities Table at Exhibit A (the “Contracting Entities Table”).
- Responsibilities. Neither party may disclose or otherwise use the other party’s Confidential Information except as necessary in connection with the Purpose. Each party shall safeguard the Confidential Information using no less than a commercially reasonable degree of care. Recipient may disclose the Confidential Information to (i) its Authorized Representatives who have a need to know the Confidential Information for the Purpose and are informed of its confidential nature; or (ii) as required by applicable law or a valid legal order after using reasonable efforts to provide notice of such disclosure. Recipient shall promptly notify Discloser of any unauthorized disclosure hereunder. Recipient shall be responsible for any breach of this NDA caused by its Authorized Representatives. This NDA is not made for the benefit of third parties and does not create any agency or partnership between the parties.
- Ownership. Discloser retains its entire right, title, and interest in and to all Confidential Information, and no disclosure hereunder will be construed as a license, assignment, or other transfer of the same.
- No Warranty. Discloser makes no representation or warranty concerning its Confidential Information, expressed or implied. CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS” BASIS.
- Term and Termination. This NDA will remain in unless terminated by either party in writing, in which case Recipient shall stop all use and disclosure of Discloser’s Confidential Information. Recipient must meet its obligations with respect to Confidential Information for five (5) years after receipt of that Confidential Information. Upon request, Recipient shall use commercially reasonable efforts to erase or destroy all Confidential Information in its possession and certify such destruction in writing. Notwithstanding the foregoing, Recipient may retain copies of Confidential Information stored on Recipient’s IT backup and disaster recovery systems until the ordinary course deletion thereof or that is required by applicable law or regulatory requirements to which it is subject. Recipient shall continue to be bound by the terms of this NDA for any Confidential Information that is retained.
- Remedies. Recipient acknowledges and agrees that any breach of this NDA may cause injury to Discloser for which money damages would be an inadequate remedy and that, in addition to remedies at law, Discloser is entitled to seek other remedies, such as equitable relief or specific performance.
- Governing Law and Jurisdiction. Any dispute or claim arising under or in connection with this NDA shall be governed by and construed in accordance with the laws of and under the exclusive jurisdiction of the Courts of the jurisdiction set forth in the Contracting Entities Table based on the applicable contracting entity. Each party agrees, without regard to conflicts of law rules, to the applicable governing law and to the exclusive jurisdiction of the applicable courts.
- Assignment. Except for either party’s right to assign this NDA to an Affiliate (in the event of a merger, reorganization, acquisition, sale, or otherwise), neither party may assign any rights or obligations under this NDA without the other party’s written consent and any such assignment will be void.
- Notice. All notices must be in writing and addressed to the relevant party at its address set forth in the Contracting Entities Table (or as otherwise specified in writing) with a copy to [email protected] and be personally delivered or sent by nationally recognized courier or certified or registered mail, return receipt requested.
- Miscellaneous. This NDA constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements with respect to the Purpose, however, this NDA does not invalidate any existing terms and conditions (including those governing existing business relationships and/or free or trial environments) in place between the Parties and/or their Affiliates. Any amendment must be in writing signed by both parties. This NDA may be executed and delivered in counterparts including by electronically delivered signature. A party’s failure to enforce any provision of this NDA will not constitute a waiver.
IN WITNESS WHEREOF, the parties have duly executed this NDA as of the Effective Date.
Company: | {{company}} |
Name: | {{firstName}} {{lastName}} |
Title: | {{title}} |
Date: |
Exhibit A
Contracting Entities Table
If Customer is domiciled in: | Then the OneTrust contracting entity is: | Notices to OneTrust shall be sent to the following address: | Governing Law and Exclusive Jurisdiction are: |
North America or South America | OT Technology, Inc. | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of the State of Georgia, US under the jurisdiction of the Courts of Atlanta, Georgia. |
UK, Guernsey, or Jersey | OneTrust Technology Ltd. | 82 St John Street London, England, EC1M 4JN | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Europe, the Middle East, or Africa (except UK, Guernsey, and Jersey) | OT Technology Spain S.L.U. | Pl. Pablo Ruiz Picasso, 11, Tetuán, 28020 Madrid, España | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Australia or New Zealand | OT (Australia) Pty Ltd | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of England and Wales under the jurisdiction of the Courts of England and Wales. |
Asia Pacific (except Australia and New Zealand) | OT Technology, Inc. | 1200 Abernathy Road Suite 700 Atlanta, GA 30328 | Laws of the State of Georgia, US under the jurisdiction of the Courts of Atlanta, Georgia. |
If no OneTrust contracting entity is specified in the Contracting Entities Table, then the OneTrust contracting entity shall be OT Technology, Inc. and the Contracting Entities Table shall apply as if customer were domiciled in North America.
Copyright © 2024 OneTrust LLC. Proprietary & Confidential.