Non-Disclosure Agreement

1. Parties

2. Purpose

The Parties wish to explore and engage in a virtual assistant service relationship (the "Business Relationship"). In connection with this relationship, the Client may share confidential, proprietary, and sensitive business information with Oppsly. This Agreement establishes the terms under which such information will be received, used, and protected.

3. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by the Client to Oppsly, directly or indirectly, in any form or medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This includes, without limitation:

• Business strategies, plans, and roadmaps
• Financial data, revenue figures, and pricing structures
• Customer lists, vendor relationships, and supplier pricing
• Product listings, research, and keyword data
• Amazon Seller Central, Shopify, or other platform login credentials
• Advertising campaigns, performance data, and analytics
• Proprietary processes, SOPs, and operational workflows
• Any other information the Client marks as "Confidential" or which a reasonable person would consider sensitive

4. Obligations of Receiving Party

Oppsly agrees to:

• Hold all Confidential Information in strict confidence
• Use Confidential Information solely for the purpose of delivering contracted virtual assistant services to the Client
• Not disclose Confidential Information to any third party without prior written consent from the Client
• Protect Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than reasonable care
• Promptly notify the Client if it becomes aware of any unauthorized use or disclosure of Confidential Information
• Limit internal access to Confidential Information to team members who have a legitimate need to know for purposes of the engagement

5. Exclusions from Confidentiality

The obligations under this Agreement do not apply to information that:

• Is or becomes publicly available through no fault of Oppsly
• Was already in Oppsly's possession before disclosure, without restriction
• Is independently developed by Oppsly without use of Confidential Information
• Is received from a third party with no confidentiality obligation to the Client
• Is required to be disclosed by law, regulation, or court order (with prompt notice to the Client where permissible)

6. Permitted Disclosures

Oppsly may disclose Confidential Information:

• To its virtual assistant team members on a strict need-to-know basis for performing contracted tasks
• To professional advisors (legal, financial) who are bound by equivalent confidentiality obligations
• As required by applicable law or court order, provided Oppsly gives the Client advance written notice where legally permitted

In all permitted disclosure cases, Oppsly remains responsible for ensuring the recipient treats the information with the same level of protection required by this Agreement.

7. VA Team Members

All Oppsly virtual assistants are required to sign internal confidentiality agreements before being assigned to any client engagement. These internal agreements:

• Prohibit sharing of client information outside the assigned engagement
• Restrict use of client data to task-related purposes only
• Require secure handling of platform credentials and business data
• Remain enforceable even after the VA's engagement with Oppsly ends

Oppsly vets all team members for trustworthiness and professionalism prior to client assignment.

8. Term & Duration

This Agreement becomes effective on the date the Client engages Oppsly's services (the "Effective Date") and remains in force for the duration of the service engagement.

Confidentiality obligations with respect to Confidential Information disclosed during the engagement shall survive termination for a period of two (2) years from the date of termination or the last disclosure of Confidential Information, whichever is later.

For trade secrets, confidentiality obligations continue indefinitely, for as long as the information qualifies as a trade secret under applicable law.

9. Return or Destruction of Information

Upon termination of the service engagement, or upon the Client's written request, Oppsly shall:

• Return to the Client all tangible materials containing Confidential Information
• Permanently delete or destroy all digital copies of Confidential Information in Oppsly's possession
• Remove access to any platforms, tools, or accounts granted for the purpose of the engagement
• Certify in writing that destruction or return has been completed, if requested

Oppsly may retain one archival copy of documentation strictly for legal compliance purposes, subject to continued confidentiality obligations.

10. Remedies

Both Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. The Client shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

Oppsly agrees that the Client's pursuit of equitable relief shall not be deemed a waiver of any other legal rights or remedies the Client may have.

11. No License Granted

Nothing in this Agreement grants Oppsly any ownership rights, intellectual property license, or any right to use the Client's Confidential Information beyond what is strictly necessary to perform the contracted services. All Confidential Information remains the exclusive property of the Client.

12. Governing Law

This Agreement shall be governed by and construed in accordance with applicable international commercial law. For formalized, signed NDA agreements, the governing jurisdiction will be specified based on the Client's location and mutual agreement of the Parties.

Any disputes arising from this Agreement shall be resolved through good-faith negotiation, followed by binding arbitration if necessary.

13. Request a Signed NDA

If your business requires a formally executed, signed NDA prior to sharing sensitive information, Oppsly is pleased to accommodate this. We can provide a customized NDA document for mutual signature before or alongside any discovery call or service agreement.

All information shared with Oppsly prior to the execution of a formal signed NDA is still protected by the confidentiality obligations outlined in these standard terms, which are incorporated by reference into all service engagements.