01Parties
LISTIFY s.r.o., Company ID: 04198042, VAT ID: CZ04198042, with its registered office at Rybná 716/24, Staré Město, 110 00 Prague 1, Czech Republic, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, Insert 243995 (“Listify”), and the client identified in the client account, in the quote, or in the signed paper version (the “client”; together, the “parties”).
Both parties are businesses and enter into this agreement in the course of their business. It is an innominate contract under Section 1746(2) of Act No. 89/2012 Coll., the Czech Civil Code (the “Civil Code”).
02Purpose of the agreement
The parties are discussing or pursuing a business relationship involving the development of websites, online stores, applications, and systems and their operation, management, support, and marketing (the “purpose”). To do so, they need to share information that they do not want to make public. The agreement is mutual: each party may be both a disclosing party and a receiving party, so the obligations apply equally to both.
03Definitions
- Disclosing party: the party that provided or made available confidential information, or to which the information relates.
- Receiving party: the party that obtained confidential information, whether directly or indirectly.
- Authorized persons: the receiving party's governing body members, employees, contractors, subcontractors, and professional advisors (attorneys, auditors, tax advisors) who need the information for the purpose.
- Derived materials: notes, analyses, extracts, copies, and other materials that the receiving party creates and that contain or are based on confidential information.
04Confidential information
Confidential information means non-public information that the parties share in connection with the purpose orally, in writing, electronically, or by giving access to systems, repositories, data, or premises, and that the disclosing party marks as confidential or whose confidentiality is evident from its nature or the circumstances of disclosure. It always includes, in particular:
- business plans, strategies, budgets, prices, margins, cost calculations, quotes, and contract terms,
- source code, architecture, databases, API keys, login credentials, security measures, and technical documentation,
- data about customers, users, business partners, and employees,
- designs, wireframes, prototypes, analyses, test and measurement results, and know-how,
- derived materials,
- the very fact that the parties are discussing working together, and the content of those discussions, unless they agree otherwise.
05Relationship to statutory protection
Confidential information that meets the definition of a trade secret under Section 504 of the Civil Code is also protected by law, in particular as protection against unfair competition under Section 2985 of the Civil Code. This agreement extends and specifies that protection, as well as the obligation under Section 1730(2) of the Civil Code that applies during contract negotiations; it does not replace or limit them.
The agreement also covers information that the parties shared in connection with the purpose before it was signed.
06Exceptions
Information is not considered confidential if the receiving party proves that it:
- is or becomes publicly known other than through a breach of this agreement,
- was demonstrably known to the receiving party before it was disclosed, without any duty of confidentiality,
- was lawfully obtained from a third party that was not bound by confidentiality,
- was developed independently, without using the confidential information,
- was released for publication by the disclosing party in writing.
07Obligations of the receiving party
The receiving party must:
- use confidential information solely for the purpose, and not for its own benefit beyond that purpose or for the benefit of third parties,
- protect it at least as carefully as its own confidential information, and in any event with at least due managerial care and appropriate technical and organizational measures (access control, encryption, secure transfer),
- not disclose it to third parties without the disclosing party's prior written consent, except to authorized persons,
- not copy it or create derived materials from it beyond what is needed for the purpose,
- not enter it into artificial intelligence tools or other services that could use it to train models or make it available to others,
- not use it to develop a competing product or to analyze or reverse engineer the disclosing party's software, unless the purpose expressly requires it,
- notify the disclosing party without undue delay of any leak, loss, or misuse of confidential information and cooperate in limiting the consequences.
08Authorized persons
The receiving party may disclose confidential information only to authorized persons, and only to the extent they need it for the purpose. Before disclosure, it will bind them to confidentiality at least to the extent set out in this agreement, unless they are already bound by a statutory duty of confidentiality.
The receiving party is liable for any breach of this agreement by an authorized person as if it had committed the breach itself (Section 1935 of the Civil Code).
09Compelled disclosure
If the receiving party is required to disclose confidential information by law or by a decision of a court or other public authority, it will notify the disclosing party in advance, where permitted, so that the disclosing party can defend itself. It will disclose only what is strictly necessary and will inform the recipient that the information is confidential. Such disclosure is not a breach of this agreement.
10General knowledge
This agreement does not prevent the parties from using the general knowledge, skills, and experience that their staff acquired during the relationship and retained in their memory, provided that they do not thereby disclose specific confidential information of the other party. This provision does not permit the use of the other party's source code, data, login credentials, or documents.
11No license or commitment
Disclosure of confidential information does not grant the receiving party any license or other right to it, except the right to use it for the purpose. All rights remain with the disclosing party.
This agreement does not obligate either party to enter into any further contract or to provide any particular information. Information is provided as is; the disclosing party is not liable for its completeness or accuracy unless the parties agree otherwise or the information is intentionally false.
12Personal data
If confidential information contains personal data, the parties process it in accordance with Regulation (EU) 2016/679 (GDPR) and Act No. 110/2019 Coll. If Listify processes personal data on behalf of the client, this is governed by the Data Processing Agreement (DPA), which takes precedence in matters of personal data.
13Term
This agreement is effective upon signature and is concluded for an indefinite term. Either party may terminate it with 1 month's notice; the termination applies only to information disclosed after the notice period expires.
The confidentiality obligation for information disclosed before this agreement ends lasts for 2 years from the end of the negotiations or of the relationship, whichever is later. For login credentials, security information, personal data, and trade secrets, it lasts for as long as they retain that character.
14Return and deletion
At the disclosing party's written request or once the purpose has ended, the receiving party will, within 14 days, return or destroy the confidential information and derived materials, at the disclosing party's option, and will confirm this in writing on request.
Copies that must be retained by law (for example, accounting and tax records), one archival copy to evidence compliance with this agreement, and copies in automatic backups that cannot practically be deleted individually may be retained. They remain protected by this agreement until deleted and may not be used.
15Breach and remedies
A party that discovers a breach of this agreement will notify the other party without delay. The breaching party will do everything that can reasonably be required to end the breach and limit its consequences.
In addition to the contractual penalty and damages, the disclosing party may also demand that the breaching party refrain from the wrongful conduct and remedy the resulting situation, including by filing for a preliminary injunction.
16Contractual penalty
For each individual breach of the duty of confidentiality or of the duty to use information only for the purpose under this agreement, the breaching party will pay the other party a contractual penalty of CZK 100,000 under Section 2048 of the Civil Code, due within 30 days of delivery of a written demand describing the breach. The total amount of contractual penalties under this agreement is capped at CZK 500,000 for each party.
The parties expressly agree that, in addition to the contractual penalty, damages may also be claimed in full (Section 2050 of the Civil Code). Repeated disclosure of the same information to the same person counts as a single breach. No contractual penalty arises if the breach was caused by an extraordinary, unforeseeable, and insurmountable obstacle (Section 2913(2) of the Civil Code).
17Relationship to other contracts
This agreement supplements Listify's Terms and Conditions, quotes, and contracts between the parties. In matters of confidentiality, it takes precedence over the Terms and Conditions and quotes. If an individual contract signed by both parties governs confidentiality differently, the individual contract takes precedence.
18Conclusion of the agreement
This agreement may be concluded in the client account, by accepting a quote to which it is attached, or by signing a paper or electronically signed version. The parties agree that a confirmation in the client account after logging in with personal login credentials constitutes their signature within the meaning of Section 561(1) of the Civil Code and an electronic signature under Regulation (EU) No 910/2014 (eIDAS). On signature, we record the person's name and role, the date and time, the IP address, the device, and the version of the agreement; the client receives a confirmation by email, and the agreement remains permanently available in the client account.
The person signing this agreement represents that they are authorized to act on behalf of the client. If they are not, the client may ratify the agreement afterward (Section 440 of the Civil Code); Listify may ask the client's statutory body for confirmation.
19Governing law and disputes
This agreement is governed by the laws of the Czech Republic. The parties will first try to resolve any dispute through negotiation within 30 days of written notice; this does not affect the right to seek a preliminary injunction. Under Section 89a of Act No. 99/1963 Coll., the Czech Code of Civil Procedure, the court of first instance with local jurisdiction is the court determined by Listify's registered office.
20Final provisions
This agreement may be amended only in writing. An acceptance with any addition or deviation is not an acceptance (Section 1740(3) of the Civil Code). Neither party may assign its rights under this agreement without the other party's consent, except to a legal successor in a corporate transformation.
If any provision is invalid or ineffective, the remaining provisions remain in force, and the parties will replace it with a provision that comes as close to it as possible. Failure to exercise a right does not constitute a waiver of that right.