Mutual Non-Disclosure Agreement
Standard form, version 1.0 · Issued September 2026
The mutual confidentiality terms used before an Order Form is issued, including during demonstrations, workshops and evaluations.
| Rentalize | Rentalize Software Limited, trading as Rentalize, a private company limited by shares incorporated in Ireland under registration number 765596, having its registered office at Wynnefield Court, 11 Wynnefield Road, Rathmines, Dublin 6, D06 F9C1 |
|---|---|
| Counterparty | [Registered name exactly as it appears on the relevant companies register], incorporated in [jurisdiction] under registration number [number], having its registered office at [address] |
| Date | The date of the last signature below |
| Purpose | Evaluating whether the parties will enter into an agreement for the supply of the Rentalize property management platform, and the discussions, demonstrations, workshops and due diligence connected with that evaluation |
| Term of the obligations | Two years from the date, save where clause 9 provides otherwise |
| Governing law | Ireland |
This is a standard form. It is mutual, it is short, and it is not redrafted for individual counterparties. Where a counterparty asks for a change, record it in a side letter or accept the counterparty’s own form after checking it against the points at clause 5, clause 6 and clause 9.
1. Purpose
1.1 Each party wishes to disclose information to the other for the Purpose stated above. This Agreement records the terms on which that information is disclosed and used.
1.2 Each party may be a discloser and a recipient. In this Agreement the Discloser is the party disclosing Confidential Information and the Recipient is the party receiving it, and the obligations apply to each party in whichever capacity it is acting.
2. Confidential Information
2.1 Confidential Information means any information disclosed by or on behalf of the Discloser to the Recipient in connection with the Purpose, whether before or after the date of this Agreement, in any form, and whether or not marked as confidential, which is either identified as confidential or would be understood by a reasonable person receiving it to be confidential.
2.2 It includes, without limiting clause 2.1:
(a) the existence and content of the discussions between the parties, and the fact that an evaluation is taking place;
(b) in the case of Rentalize, the design, structure, sequence and logic of the platform’s workflows, its data model, field structures and validation logic, its report and calculation methodologies, its screens and user journeys, its implementation and migration methodologies, its unreleased functionality and product roadmap, its pricing, rate cards and commercial terms, and its security documentation;
(c) in the case of the Counterparty, its portfolio and unit data, its landlord, tenant and contractor information, its financial and operational information, its systems, processes and supplier arrangements, and its own commercial plans; and
(d) any analysis, note, summary, specification or other document prepared by the Recipient to the extent it records or is derived from Confidential Information.
3. Exclusions
3.1 Confidential Information does not include information that the Recipient can show:
(a) is or becomes public otherwise than through a breach of this Agreement;
(b) was lawfully in its possession without an obligation of confidence before it was disclosed by the Discloser;
(c) is lawfully received from a third party that is free to disclose it; or
(d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
3.2 A combination of features is not excluded merely because its individual elements are, unless the combination itself falls within clause 3.1.
4. Obligations of the Recipient
4.1 The Recipient shall keep the Confidential Information confidential, shall use it only for the Purpose, and shall protect it with at least the degree of care it applies to its own confidential information of similar importance, and in any event with no less than reasonable care.
4.2 The Recipient may disclose Confidential Information only to those of its employees, officers, contractors and professional advisers who need it for the Purpose, and only where that person is bound by obligations of confidentiality no less protective than these. The Recipient remains responsible for any act or omission of such a person as if it were its own.
4.3 The Recipient shall not copy or reproduce Confidential Information except as reasonably necessary for the Purpose, and shall keep a record sufficient to identify what it holds.
4.4 The Recipient shall notify the Discloser promptly on becoming aware of any unauthorised use or disclosure, and shall provide reasonable assistance in limiting its effect.
5. Evaluation of the platform
This section applies where the Counterparty is given access to the Rentalize platform, or is shown it in a demonstration, workshop or trial.
5.1 The Counterparty may use what it sees to evaluate the platform, to brief its own personnel, to prepare internal papers supporting a decision, and to take advice. Nothing in this section restricts that.
5.2 The Counterparty shall not:
(a) use the matters described at clause 2.2(b) to design, specify, procure, develop or improve any product or service that competes with the platform;
(b) create any specification, functional requirement, wireframe, design document, prompt or brief that reproduces or is derived from those matters, for the purpose of having software developed by or for it or by any third party;
(c) systematically capture the structure, organisation or content of the platform or its screens, otherwise than as reasonably necessary for the Purpose; or
(d) permit access to the platform, or disclose those matters, to any person who develops, supplies or resells property management software, or to any adviser acting for such a person in connection with that activity.
5.3 The Counterparty may share a functional comparison or evaluation of the platform within its own organisation and with its advisers for the Purpose. It shall not publish one, or disclose one to any third party outside that group, without Rentalize’s prior written consent.
5.4 Nothing in this section restricts any right that cannot lawfully be excluded, including the right to observe, study and test the functioning of software in order to determine the ideas and principles underlying it while performing acts the Counterparty is entitled to perform, and the right of any person to acquire information by independent discovery or creation.
6. Personal data
6.1 The parties do not intend that personal data will be disclosed under this Agreement, beyond the business contact details of the individuals taking part in the discussions.
6.2 The Counterparty shall not upload, transfer or otherwise disclose to Rentalize any personal data relating to its tenants, prospective tenants, landlords, contractors or other data subjects, including for the purpose of a data migration test or a sample load, unless the parties have first agreed a data processing agreement covering that processing in writing.
6.3 Where personal data is nevertheless disclosed, the Recipient shall process it only as necessary for the Purpose, shall protect it in accordance with this Agreement and applicable data protection law, and shall delete it on request. This clause does not create a processor relationship and is not a substitute for the agreement required by clause 6.2.
6.4 Each party processes the business contact details of the other party’s personnel as controller, for the purpose of the discussions, on the basis of its legitimate interests.
7. Required disclosure
7.1 The Recipient may disclose Confidential Information where required by law, by a court or by a regulator of competent jurisdiction, or under the rules of a professional body, or where required to make a protected disclosure under the Protected Disclosures Act 2014 or to report a matter to a regulator or law enforcement body.
7.2 Where legally permitted to do so, the Recipient shall give the Discloser reasonable prior notice and shall disclose only what is required.
8. Return and destruction
8.1 On the Discloser’s written request, and in any event on expiry or termination of this Agreement, the Recipient shall return or destroy the Confidential Information in its possession and shall confirm in writing that it has done so.
8.2 The Recipient may retain one copy to the extent required by law, by a regulator, or by its own document retention or backup policy operated in the ordinary course. Anything retained remains subject to this Agreement for as long as it is held.
9. Duration
9.1 This Agreement takes effect on the date and continues for two years, unless either party terminates it earlier on 30 days written notice.
9.2 The obligations in this Agreement continue to apply to Confidential Information disclosed before expiry or termination, for two years from the date of disclosure.
9.3 In respect of any Confidential Information that constitutes a trade secret within the meaning of the European Union (Protection of Trade Secrets) Regulations 2018, the obligations continue for so long as it remains a trade secret. Clause 5 continues for so long as the matters it protects remain confidential.
10. No licence, no obligation, no representation
10.1 Nothing in this Agreement transfers or grants any right in or to any Confidential Information or any intellectual property, save the limited right to use it for the Purpose.
10.2 Neither party is obliged to disclose any information, to continue the discussions, or to enter into any further agreement. Either party may end the discussions at any time without liability.
10.3 Confidential Information is provided as it stands. Neither party makes any representation or warranty as to its accuracy or completeness, save in the case of fraud, and neither party is liable to the other for any reliance placed on it. This clause does not limit any warranty given in a later signed agreement between the parties.
10.4 This Agreement does not create any exclusivity, partnership, joint venture or agency, and does not restrict either party from dealing with any other person, including a competitor of the other party.
11. Remedies
11.1 Each party acknowledges that damages alone may not be an adequate remedy for a breach of this Agreement, and that the other party is entitled to seek injunctive relief and any other remedy available in equity or under the European Union (Protection of Trade Secrets) Regulations 2018, in addition to any other remedy.
11.2 No failure or delay in exercising a right under this Agreement operates as a waiver of it.
12. Relationship with a later agreement
12.1 Where the parties later enter into an order form or other agreement for the supply of the platform, that agreement governs the disclosure of information from its date. This Agreement continues to apply to Confidential Information disclosed before that date.
12.2 Where the parties do not enter into such an agreement, this Agreement continues in accordance with clause 9.
13. General
13.1 Notices under this Agreement shall be in writing and sent to the addresses stated at the head of this Agreement, or to an email address notified by a party for the purpose. Notice by email is deemed given on the next working day after transmission.
13.2 No variation is effective unless in writing and signed by an authorised representative of each party.
13.3 Neither party may assign or transfer this Agreement without the prior written consent of the other, save to a successor in title to substantially the whole of its business on written notice.
13.4 If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable and the remainder continues in force.
13.5 No person other than a party has any right to enforce any term of this Agreement.
13.6 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes any earlier understanding about the confidentiality of the discussions.
13.7 This Agreement may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one agreement.
13.8 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of Ireland, and the parties submit to the exclusive jurisdiction of the courts of Ireland.
Execution
Executed by the parties through their duly authorised representatives on the dates shown. The date of this Agreement is the date of the last signature.
SIGNED for and on behalf of RENTALIZE SOFTWARE LIMITED |
SIGNED for and on behalf of [COUNTERPARTY REGISTERED NAME] |
|---|---|
| Signature: .............................................. | Signature: .............................................. |
| Name: .............................................. | Name: .............................................. |
| Position: .............................................. | Position: .............................................. |
| Date: .............................................. | Date: .............................................. |
Questions about this document
This document is published so that it can be read before an Order Form is signed and referred to at any time afterwards. The version stated in a signed Order Form is the version that applies to that customer for its initial term, and superseded versions stay available at the same address.