Assumed Non-Disclosure Agreement

Why This Page Exists

The most useful conversations happen before anyone signs anything.

By the time a prospective client has explained their revenue operations problem, walked us through their HubSpot portal, or described why last year's implementation went sideways, they have already told us things they would not tell a competitor. And by that point we have usually shared our own diagnostic approach, our frameworks, and candid observations we would not publish.

Waiting for a countersigned NDA before either side can speak freely slows down work that benefits both parties. So we close the gap with this page: mutual confidentiality terms, in both directions, that take effect as soon as you accept them — which you can do by checking the box on any of our intake or scheduling forms, or by taking any of the other steps listed in Section 1.2. We link these terms in our meeting invitations and agendas so that acceptance happens before the substance does, not after.

If you would prefer a signed NDA, say so and we will send one the same business day — ours or yours, we are not precious about whose paper. Contact us. These terms are the floor for everyone else, so that nobody has to wait on paperwork to have a useful conversation.

Please read this before you share something sensitive with us.

1. Parties and Acceptance

1.1 Parties

This Assumed Non-Disclosure Agreement (this "Agreement") is between:

Cartographer Consulting LLC, a California limited liability company with foreign registration in Massachusetts, located at 11120 East Ocean Air Drive, Suite 101-35, San Diego, CA 92130 ("Cartographer"); and

you — the individual or entity that discloses information to, or receives information from, Cartographer in connection with the Purpose defined below ("Counterparty"). Where you are acting on behalf of an organization and have authority to bind it, "Counterparty" means that organization. Where you do not have that authority, these terms bind only you, in your individual capacity, and only with respect to information you personally disclose or receive. Nothing here makes an individual personally liable for their organization's obligations.

Each is a "Party." When a Party discloses Confidential Information it is the "Disclosing Party"; when it receives Confidential Information it is the "Receiving Party." Obligations under this Agreement run in both directions.

1.2 When This Agreement Takes Effect

This Agreement takes effect when you accept it. You accept it by taking any of the following affirmative steps after being given notice of these terms:

• Checking the acceptance box that appears on our intake and scheduling forms;
• Submitting information to Cartographer through a form, email, message, or file transfer in connection with a potential or actual engagement;
• Participating in a discovery call, scoping conversation, audit walkthrough, or working session with Cartographer after these terms have been linked in the invitation or agenda; or
• Granting Cartographer access to any system, account, repository, or dataset.

Merely visiting this website, or receiving an unsolicited communication from Cartographer, does not create obligations on you.

Because obligations begin on acceptance, information exchanged before then is not covered by this Agreement. If material information was already exchanged and either party wants it protected, tell us — we will execute a signed NDA covering it retroactively, which Section 1.4 expressly contemplates.

1.3 Purpose

The "Purpose" is the parties' evaluation, scoping, negotiation, and — if the parties proceed — performance of a business relationship concerning strategic technology and operations consulting services, including HubSpot implementation and revenue operations advisory.

Confidential Information may be used only for the Purpose. It may not be used for competitive analysis, product development, recruiting, business development directed at the Disclosing Party's customers, or any other purpose.

1.4 Relationship to a Signed Agreement

This Agreement is a floor, not a ceiling.

• If the parties execute a separate Non-Disclosure Agreement, Master Services Agreement, or other written agreement covering confidentiality, that signed agreement supersedes this one for information exchanged after its effective date, and, where its terms are broader, retroactively for information already exchanged.
• Where a signed agreement is silent on a matter this Agreement addresses, this Agreement fills the gap.
• Nothing here obligates either Party to proceed with an engagement, to disclose any particular information, or to negotiate exclusively.

2. Confidential Information

2.1 Definition

"Confidential Information" means any non-public information a Disclosing Party provides to a Receiving Party in connection with the Purpose, including:

• Business strategies and plans
• Technical systems, architectures, and configurations
• Operational processes and procedures
• Financial information, budgets, and pricing
• Customer, prospect, and supplier information
• Employee and contractor information
• Trade secrets and know-how
• Product and service specifications
• Client relationships and engagement details
• Implementation methodologies and frameworks
• Audit findings, assessments, and recommendations
• Credentials, access tokens, and system access
• Anything marked or identified as confidential, and anything a reasonable person would understand to be confidential given its nature or the circumstances of disclosure

Confidential Information may be disclosed in written, oral, electronic, visual, or any other form. Information disclosed orally does not need to be reduced to writing or marked to be protected.

2.2 Our Discussions Themselves

The subject matter and content of the parties' discussions are themselves Confidential Information. Neither Party may characterize those discussions publicly — in marketing material, a case study, a press release, a social post, or a public filing — without the other Party's prior written consent.

This does not restrict either Party from disclosing the existence of the discussions to its own directors, officers, employees, auditors, insurers, lenders, investors, prospective acquirers, or professional advisors on a need-to-know basis, nor from any disclosure required by law, regulation, exchange rule, or public-records statute. A Party subject to a public-records law — including a public agency, public university, or other government entity — may make any disclosure that law requires, and this Section imposes no obligation inconsistent with it.

3. Obligations

The Receiving Party agrees to:

• Maintain the strict confidentiality of the Disclosing Party's Confidential Information
• Use Confidential Information solely for the Purpose
• Limit access to those of its employees, contractors, subcontractors, and professional advisors who need to know for the Purpose
• Ensure that everyone granted access is bound by confidentiality obligations at least as protective as those in this Agreement, and remain responsible for their compliance
• Protect Confidential Information with at least the same degree of care it uses for its own confidential information of similar sensitivity, and in no event less than reasonable care
• Not reverse engineer, decompile, or disassemble anything disclosed
• Not remove, obscure, or alter any confidentiality or proprietary notice
• Maintain administrative, technical, and physical safeguards reasonably appropriate to the sensitivity of the information, including encryption in transit and at rest where supported by the systems in use, access restricted on a need-to-know basis, and multi-factor authentication on systems holding Confidential Information where the platform supports it
• Notify the Disclosing Party without undue delay after discovering any unauthorized disclosure, access, or use of its Confidential Information, or any other security incident affecting it, and cooperate reasonably in the investigation. Where the parties have executed an agreement setting a specific notification timeframe, that timeframe governs.

Artificial intelligence tools. A Receiving Party may use AI tools to assist in work relating to the Purpose only where the tool operates under terms prohibiting the provider from training on submitted content. Neither Party may use the other's Confidential Information to train, fine-tune, or develop any model, or permit a third party to do so.

4. Exclusions

This Agreement does not apply to information that:

• Was publicly known at the time of disclosure
• Becomes publicly known after disclosure through no act or omission of the Receiving Party
• Was rightfully known to the Receiving Party before disclosure, without a confidentiality obligation
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information
• Is rightfully received from a third party without a confidentiality obligation
• Is released for disclosure with the Disclosing Party's prior written consent

Unsolicited submissions. This Agreement does not apply to ideas, concepts, business proposals, inventions, or other materials submitted to Cartographer that are not made in connection with a contemplated or existing engagement — for example, unsolicited pitches, partnership ideas, or product suggestions sent without a prior request from Cartographer. Please do not send us unsolicited ideas you consider proprietary. If you do, we cannot treat them as confidential and we acquire no obligation with respect to them.

Compelled disclosure. If a Receiving Party is required by law, regulation, subpoena, or court order to disclose Confidential Information, it may do so, provided it gives the Disclosing Party prompt written notice (where legally permitted) sufficient to allow the Disclosing Party to seek a protective order, discloses only the portion legally required, and uses reasonable efforts to obtain confidential treatment.

5. Term and Survival

• This Agreement applies from acceptance under Section 1.2 and continues until superseded by a signed agreement or terminated by either Party on written notice.
• Termination stops further disclosures from being covered. It does not shorten, release, or otherwise affect either Party's obligations with respect to Confidential Information already disclosed, which continue for the periods below regardless of termination.
• Confidentiality obligations survive for one (1) year from the date of each disclosure.
• Obligations with respect to information constituting a trade secret under applicable law survive for as long as the information remains a trade secret.
• Obligations with respect to personal data survive for as long as the Receiving Party retains that data.

6. Return or Destruction of Information

Upon written request, or upon a decision by either Party not to proceed with an engagement, the Receiving Party shall promptly:

• Return all tangible Confidential Information
• Permanently delete all electronic copies, including from backups to the extent technically feasible
• Destroy all notes, analyses, and derivative materials
• Revoke and confirm the termination of any system access granted
• Provide written certification of compliance if the Disclosing Party requests it

The Receiving Party may retain one archival copy solely to the extent required by law, regulation, or bona fide document-retention policy, or embedded in routine backups not reasonably subject to deletion. Any retained copy remains subject to this Agreement's confidentiality obligations for the periods stated in Section 5, and may not be accessed or used for any purpose other than the legal, regulatory, or disaster-recovery purpose that justified retaining it.

7. Remedies and Limitation of Liability

7.1 Remedies

The parties acknowledge that:

• Monetary damages would be an inadequate remedy for a breach of this Agreement
• The Disclosing Party is entitled to seek injunctive relief and specific performance, in addition to all other remedies available at law or in equity
• The Receiving Party shall cooperate in good faith to mitigate the effects of any breach
• The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys' fees and costs

7.2 Limitation of Liability

These limitations apply equally to both parties.

• No indirect damages. Neither Party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost savings, or loss of business opportunity, arising out of or relating to this Agreement, even if advised of the possibility.
• Cap. Each Party's total aggregate liability for all claims arising out of or relating to this Agreement shall not exceed twenty-five thousand dollars ($25,000).
• Exceptions. These limitations do not apply to a Party's willful or intentional misappropriation of the other Party's trade secrets, to a knowing violation of law, or to a Party's obligation to pay the prevailing party's fees under Section 7.1.

This Section survives termination of this Agreement.

8. General Provisions

8.1 No License

No license or other right to any patent, copyright, trademark, trade secret, or other intellectual property is granted by this Agreement, by implication or otherwise. All Confidential Information remains the property of the Disclosing Party.

8.2 No Warranty

Confidential Information is provided "AS IS." Neither Party makes any representation or warranty as to the accuracy, completeness, or fitness for any purpose of Confidential Information it discloses. Neither Party is liable for a Receiving Party's reliance on it.

8.3 Residual Knowledge

Nothing in this Agreement restricts either Party's use of the general skills, knowledge, and professional experience its personnel acquire in the ordinary course of their work. This provision does not permit the use or disclosure of the other Party's Confidential Information, trade secrets, or personal data, and does not permit either Party to reproduce, in substance, any specific plan, analysis, dataset, configuration, or document the other Party disclosed.

8.4 Personal Data

Where Confidential Information includes personal data, each Party shall process it only as necessary for the Purpose and in compliance with applicable data protection law. Cartographer's handling of personal data collected through its website and business development activities is described in our Privacy Policy. Personal data processed in the course of a contracted engagement is governed by the executed Master Services Agreement and Statement of Work.

8.5 No Obligation to Proceed

Nothing in this Agreement obligates either Party to enter into any further agreement, to disclose any particular information, to purchase or provide any services, or to refrain from engaging with any third party. Each Party may terminate discussions at any time.

8.6 Non-Exclusivity

This Agreement does not create an exclusive relationship. Each Party remains free to develop, acquire, or provide products or services that compete with those of the other Party, and to work with any third party, provided it does so without use or disclosure of the other Party's Confidential Information.

8.7 Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law provisions. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association, with venue in San Diego, California. Either Party may seek injunctive relief in a court of competent jurisdiction in San Diego County, California, pending arbitration.

8.8 Assignment

Neither Party may assign this Agreement without the other's prior written consent. This Agreement binds each Party's permitted successors and assigns.

8.9 No Waiver

A Party's failure or delay in enforcing any provision of this Agreement is not a waiver of that provision or of any other. A waiver is effective only if given in writing.

8.10 Severability

If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving its intent, and the remaining provisions shall remain in full force and effect.

8.11 Entire Agreement

This Agreement constitutes the complete agreement between the parties regarding confidentiality of information exchanged in connection with the Purpose, and supersedes all prior discussions on that subject — except that it is itself superseded by any later signed agreement covering confidentiality, as described in Section 1.4.

8.12 Changes to This Agreement

Cartographer may update this Agreement from time to time by posting a revised version on this page and updating the "Last updated" date. Updates apply only to Confidential Information exchanged after the revised version is posted. Information already exchanged remains governed by the version in effect at the time of the exchange. Cartographer keeps a dated copy of each superseded version and will provide it on request.

8.13 Headings

Headings are for convenience only and do not affect interpretation.

Want a Signed NDA Instead?

Many organizations need an executed, countersigned document — for procurement, for their own compliance program, or simply because a signature is the standard. We are glad to sign a mutual NDA, and glad to sign yours.

Contact us and we will get one over to you the same business day. A signed NDA supersedes these terms in full, as described in Section 1.4.

Cartographer Consulting LLC 11120 East Ocean Air Drive, Suite 101-35 San Diego, CA 92130