Master NDA
This Master Non-Disclosure Agreement ("Agreement") is entered into by and between the undersigned parties ("Company" and "Expert") who participate in paid sales call review services via the CoSell platform, facilitated by CoSell, Inc. ("CoSell"). This Agreement governs the confidentiality and use of all Confidential Information exchanged in connection with sales call reviews.
1. Parties
Company: The business entity submitting sales call recordings and related materials for expert review.
Expert: The individual or entity providing paid feedback and insights on sales calls.
CoSell: CoSell, Inc., acting solely as a facilitator for the exchange of services and information under this Agreement.
2. Purpose
The parties acknowledge that Experts provide paid insights and reviews on the Company's sales calls and related materials submitted through the CoSell platform. This Agreement governs the confidentiality obligations related to all such information exchanged.
3. Confidential Information
"Confidential Information" means any non-public information disclosed by the Company to the Expert, whether oral, written, electronic, or other form, including but not limited to:
Sales call audio recordings
Product roadmaps, strategies, plans, customer data, pricing, and other business information
Documents, emails, internal strategies, and related materials shared during the review process
Any anonymized or aggregated insights derived from such information
4. Confidentiality Obligations
The Expert agrees to:
Maintain all Confidential Information in strict confidence indefinitely, including after termination of interactions.
Use Confidential Information solely for the purpose of providing feedback and insights via CoSell.
Not disclose or reuse any Confidential Information, including anonymized or aggregated insights, outside of this scope without prior written consent.
5. Exclusions
Confidential Information does not include information that:
Becomes publicly available through no breach of this Agreement by the Expert
Was lawfully known to the Expert prior to disclosure
Note: Information required to be disclosed by law is excluded from this Agreement to avoid unnecessary risk to the Company; therefore, no such exceptions apply here.
6. Use and Disclosure
All notes and summaries made by Experts during reviews are kept private and accessible only via the CoSell platform.
Experts may reference their work on CoSell in resumes or portfolios without disclosing Confidential Information.
Experts shall not retain copies of recordings or other Confidential Information outside CoSell without explicit permission.
7. Ownership
The Company retains sole ownership of all sales call recordings and related materials shared.
Both Company and Expert may access feedback and written insights within the CoSell platform; ownership of feedback remains shared within this context.
8. Breach and Remedies
In the event of a breach or threatened breach of this Agreement, either party may seek injunctive relief to prevent unauthorized disclosure, without the need to prove actual damages or post bond.
Liquidated damages are not pre-set but may be pursued based on actual harm.
This clause is intended to protect both parties fairly and avoid unnecessary intimidation.
9. Term
This Agreement and the confidentiality obligations remain in effect indefinitely, including after termination of the Expert-Company relationship.
10. Legal & Enforcement
This Agreement shall be governed by the laws of the State of Delaware.
Disputes shall be resolved through arbitration, mediation, or court proceedings as appropriate and mutually agreed upon.
This Agreement supersedes any prior confidentiality agreements between the parties relating to the subject matter hereof.
11. Miscellaneous
Neither party may assign or transfer rights under this Agreement without written consent.
This Agreement may be amended only in writing and signed by both parties.
