AGREEMENT ON CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION (NDA, NCA and NSA)
Edition of September 1, 2025
Individual Entrepreneur “PAVDEV.NET” (hereinafter — the “Contractor”), acting in accordance with the laws of the Republic of Kazakhstan, on the one hand, and the person accepting the terms of this Agreement (hereinafter — the “Client”), collectively referred to as the “Parties”, have concluded this Agreement as follows.
1. Terms
1.1. Confidential Information — any data not intended for public disclosure: technical specifications, source code, design materials, marketing strategy, access credentials, brand guidelines, CRM data, personal data, business plans, financial models, correspondence, analytics, statistics, and any data exchanged by the Parties.
1.2. Disclosure — transfer of information to third parties, publication, leakage, unauthorized access, demonstration, copying, or use for purposes not intended.
1.3. Services — web development, SEO, marketing, consulting, design, integrations, and other services performed by the Contractor.
1.4. Third Parties — any physical or legal persons not involved in the contractual relations between the Parties.
2. Subject of the Agreement
2.1. The Parties shall maintain confidentiality of all exchanged information.
2.2. The Parties shall not use each other's confidential information outside the project scope.
2.3. The Agreement includes the following blocks:
3. Non-Disclosure Obligations (NDA)
3.1. The Parties agree to:
3.3. The Client shall not disclose internal processes, documentation, developments, commercial terms, service costs or methodologies of the Contractor.
3.4. Disclosure also includes:
4. NDA Exceptions
Confidential information is not considered confidential if:
5. NDA Term
5.1. Obligations remain valid for 5 years from the moment the last file/access/document is provided.
5.2. If the project continues longer, the term extends automatically.
6. Non-Competition (NCA)
6.1. The Client agrees not to create teams, departments, or products within their company that replicate the structure, technologies, developments or business model of the Contractor.
6.2. The Client agrees not to use technologies, prototypes, solutions, source code or documentation received from the Contractor to create competing services, tools or platforms.
6.3. The Client agrees not to transfer any materials of the Contractor to third parties for the development of competing solutions.
7. Non-Solicitation of Personnel (NSA)
7.1. The Client agrees not to solicit employees, contractors, consultants or any specialists of the Contractor.
7.2. Prohibited actions:
8. Rights and Obligations
8.1. The Contractor shall use the Client’s materials strictly within the project.
8.2. The Client shall provide accurate data and access.
8.3. Any copying, modification or reverse engineering of the Contractor’s materials is prohibited.
8.4. Both Parties shall ensure cybersecurity of exchanged data.
9. Liability
9.1. Violation of NDA/NCA/NSA is considered a material breach.
9.2. Penalties:
9.4. The Contractor is not liable for issues caused by third-party services.
10. Intellectual Property
10.1. Intellectual rights transfer to the Client only after full payment.
10.2. Until payment, all created materials remain protected by the Contractor’s copyright.
11. Force Majeure
The Parties are released from liability in case of force majeure confirmed by state authorities.
12. Dispute Resolution
12.1. Disputes are resolved through negotiations.
12.2. If impossible — disputes are settled in the courts of Kazakhstan at the Contractor’s location.
13. Final Provisions
13.1. Agreement is considered accepted:
13.3. The Agreement is publicly available on pavdev.net.
Edition of September 1, 2025
Individual Entrepreneur “PAVDEV.NET” (hereinafter — the “Contractor”), acting in accordance with the laws of the Republic of Kazakhstan, on the one hand, and the person accepting the terms of this Agreement (hereinafter — the “Client”), collectively referred to as the “Parties”, have concluded this Agreement as follows.
1. Terms
1.1. Confidential Information — any data not intended for public disclosure: technical specifications, source code, design materials, marketing strategy, access credentials, brand guidelines, CRM data, personal data, business plans, financial models, correspondence, analytics, statistics, and any data exchanged by the Parties.
1.2. Disclosure — transfer of information to third parties, publication, leakage, unauthorized access, demonstration, copying, or use for purposes not intended.
1.3. Services — web development, SEO, marketing, consulting, design, integrations, and other services performed by the Contractor.
1.4. Third Parties — any physical or legal persons not involved in the contractual relations between the Parties.
2. Subject of the Agreement
2.1. The Parties shall maintain confidentiality of all exchanged information.
2.2. The Parties shall not use each other's confidential information outside the project scope.
2.3. The Agreement includes the following blocks:
- NDA — non-disclosure,
- NCA — non-competition,
- NSA — non-solicitation of personnel.
3. Non-Disclosure Obligations (NDA)
3.1. The Parties agree to:
- not transfer confidential information to third parties;
- store data in a secure environment;
- use the data solely for the project;
- restrict internal access to the data.
3.3. The Client shall not disclose internal processes, documentation, developments, commercial terms, service costs or methodologies of the Contractor.
3.4. Disclosure also includes:
- publishing on social media;
- forwarding to third parties;
- showing screens, logs, materials;
- sending files without consent.
4. NDA Exceptions
Confidential information is not considered confidential if:
- it became public through no fault of the Parties;
- it was already known to the Party;
- it must be provided to governmental authorities (with notice to the other Party).
5. NDA Term
5.1. Obligations remain valid for 5 years from the moment the last file/access/document is provided.
5.2. If the project continues longer, the term extends automatically.
6. Non-Competition (NCA)
6.1. The Client agrees not to create teams, departments, or products within their company that replicate the structure, technologies, developments or business model of the Contractor.
6.2. The Client agrees not to use technologies, prototypes, solutions, source code or documentation received from the Contractor to create competing services, tools or platforms.
6.3. The Client agrees not to transfer any materials of the Contractor to third parties for the development of competing solutions.
- NCA term — 3 years.
7. Non-Solicitation of Personnel (NSA)
7.1. The Client agrees not to solicit employees, contractors, consultants or any specialists of the Contractor.
7.2. Prohibited actions:
- direct job offers;
- hiring through intermediaries;
- involving specialists in projects without written consent of the Contractor.
- NSA term — 1 year after project completion.
8. Rights and Obligations
8.1. The Contractor shall use the Client’s materials strictly within the project.
8.2. The Client shall provide accurate data and access.
8.3. Any copying, modification or reverse engineering of the Contractor’s materials is prohibited.
8.4. Both Parties shall ensure cybersecurity of exchanged data.
9. Liability
9.1. Violation of NDA/NCA/NSA is considered a material breach.
9.2. Penalties:
- for disclosure — from 500,000 KZT,
- for NCA violation — from 1,500,000 KZT,
- for personnel solicitation — per clause 7.3.
9.4. The Contractor is not liable for issues caused by third-party services.
10. Intellectual Property
10.1. Intellectual rights transfer to the Client only after full payment.
10.2. Until payment, all created materials remain protected by the Contractor’s copyright.
11. Force Majeure
The Parties are released from liability in case of force majeure confirmed by state authorities.
12. Dispute Resolution
12.1. Disputes are resolved through negotiations.
12.2. If impossible — disputes are settled in the courts of Kazakhstan at the Contractor’s location.
13. Final Provisions
13.1. Agreement is considered accepted:
- when any materials are exchanged,
- when work begins,
- upon payment.
13.3. The Agreement is publicly available on pavdev.net.