Non-Disclosure Agreement
Non-Disclosure Agreement
NON-DISCLOSURE AGREEMENT
(Confidentiality Agreement for Exclusive Confidential Services)
BETWEEN THE UNDERSIGNED:
THE SUPPLIER:
Mad Middleman’s team,
hereinafter referred to as "the Supplier" or "Mad Middleman",
ON THE ONE HAND,
AND :
THE RECIPIENT:
The individual or legal entity that has submitted a request for exclusive access to Mad Middleman's Confidential Services via the online form accessible at the address madmiddleman.com whose identity and contact details are recorded in the said form,
hereinafter referred to as "the Recipient" or "the Client",
ON THE OTHER HAND,
The Supplier and the Recipient are hereinafter collectively referred to as "the Parties" and individually as "a Party".
PREAMBLE
Last updated: December 17, 2025
CONSIDERING THAT:
A. The Provider operates a line of confidential services reserved exclusively for Ultra High Net Worth Individuals (UHNWIs), Fortune 500 corporations, sovereign wealth funds, and senior government entities, requiring absolute discretion and specialized expertise, as described as described on the Site https://madmiddleman.com/ governed by the Terms of Use (the "Terms"), and including on the webpage accessible at the address madmiddleman.com/confidential-services (hereinafter referred to as the "Confidential Services") and on the webpage accessible at the address https://madmiddleman.com/pages/contact.html;
B. Confidential Services mobilize a network of partners, proprietary specialized intelligence, exclusive strategic resources, and privileged institutional access to international organizations;
C. Access to Confidential Services requires thorough due diligence, security clearance verification, and the prior signing of multi-layered non-disclosure agreements guaranteeing absolute protection of the information exchanged;
D. The Recipient (the individual or entity submitting a Consultation Request via the Site's contact or access request forms, the "Recipient") has expressed interest in the Confidential Services by submitting a request via the secure online form, thereby disclosing their identity, strategic intent, and information relating to their confidential needs;
E. To enable preliminary exchanges, Due Diligence, and potential In-Person Meetings while protecting highly sensitive Confidential Information, the parties enter into this bilateral Non-Disclosure Agreement (the "NDA");
F. This Agreement aims to establish a comprehensive introductory legal framework governing the mutual confidentiality of exchanged information, protecting both the Supplier's intangible assets and the Recipient's personal and strategic data;
G. This NDA is mandatory for any substantive discussion, access to Confidential Mandates, or exchange of Confidential Information. It complements the Terms of Use, which the Recipient has accepted by submitting a Form Submission. In case of conflict, this NDA prevails regarding confidentiality obligations;
H. The Parties acknowledge that initial exchanges, including form submission, preliminary communications, face-to-face meetings under secure protocols, and any disclosure of sensitive information, require rigorous contractual protection in accordance with French law, including the Civil Code, the Commercial Code, the General Data Protection Regulation (GDPR), and Law No. 2018-670 of July 30, 2018 relating to the protection of trade secrets;
I. The Supplier undertakes solely a Best Efforts Obligation (obligation de moyens) and expressly disclaims any Obligation of Result (obligation de résultat), as defined in the Terms.
THEREFORE, IT IS AGREED AND DECIDED AS FOLLOWS:
ARTICLE 1 – DEFINITIONS AND INTERPRETATION
Unless otherwise expressly stated, the terms and expressions defined below shall have the following meanings in this Agreement:
1.1 "“Agreement” means this Non-Disclosure Agreement, including its Preamble, its Numbered Articles, and its Annexes, in their original version or as amended in accordance with Article 12."
1.2 "“Confidential Information” means, without limitation, any data, information, document, material, know-how, process, method, technique, analysis, strategy, or element of any kind whatsoever, in oral, written, electronic, visual, or any other medium, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with exchanges relating to the Confidential Services, including without limitation:"
(a) Regarding the Supplier, all information disclosed by the Supplier, including its Network, methodologies, frameworks, intelligence architecture, operational protocols, Counterparty relationships, geographic scope, and any information related to Confidential Mandates:
The identity, contact details, capabilities, and affiliations of the members of the Supplier's strategic partner network;
The nature, source, methods of obtaining, and content of the Supplier's proprietary specialized intelligence;
The strategic resources that can be mobilized, including privileged institutional access to international organizations;
Operational protocols, engagement methodologies, security procedures, due diligence framework / duty of vigilance, and compartmentalization standards applied to Confidential Services;
The terms, conditions, pricing, billing structures, and contractual arrangements for customized commitments;
Any information relating to the Supplier's other clients, their needs, or the services provided, disclosed directly or indirectly;
The Supplier's business strategies, development plans, future projects, and strategic objectives;
(b) Regarding the Recipient, all information disclosed by the Recipient, including identity, Personal Data, business requirements, objectives, financial capacity, and inquiry details:
The Recipient's personal or corporate identity, including full name, function, affiliations, contact details, and any personal data submitted via the online form or communicated subsequently;
The Recipient's strategic intent, including the reasons motivating the request for access to Confidential Services, the objectives sought, and the confidential issues requiring intermediation;
The Recipient's financial, asset, or operational information disclosed during the due diligence phase or preliminary exchanges;
The Recipient's specific needs, constraints, preferences, and security requirements relating to in-person meetings and engagement protocols;
(c) In general:
Any information exchanged orally during in-person meetings held under enhanced security, telephone communications, or secure video conferences;
Any information transmitted via encrypted communications (encrypted emails, secure platforms, or any other protected channel);
Any analysis, synthesis, compilation, study, report, memorandum, or derivative document prepared by one Party and incorporating or reflecting Confidential Information disclosed by the other Party;
Any information explicitly identified as "Confidential", "Strictly Confidential", "Proprietary", or bearing an equivalent designation at the time of its disclosure. Excludes information publicly available through no breach, rightfully known prior to disclosure (documented), independently developed, or legally required to disclose (with prior notice where permissible).
1.3 "“Disclosure” means any communication, transmission, revelation, exposure, making available, delivery, or sharing of Confidential Information by any means whatsoever, including but not limited to: oral, written, electronic, visual, or tactile communication; presentation at meetings; transmission by email, mail, instant messaging, or any other digital or physical channel; making available via access to premises, computer systems, or physical documents; observation during visits or demonstrations."
1.4 "“Confidential Services” means all exclusive confidential services provided by Mad Middleman, as described on the webpage madmiddleman.com/confidential-servivces , and as defined in the Terms of Use, including without limitation: confidential strategic intermediation for UHNWI, Fortune 500, sovereign wealth funds, and government entities; strategic advice leveraging the Provider" s network of partners, specialized intelligence, and strategic resources; facilitation of institutional access to international organizations; customized engagements calibrated to clients' specific risk profiles.
1.5 "“Contact Form” means the secure online form accessible at the address madmiddleman.com/contact allowing qualified prospects to submit a request for exclusive access to Confidential Services and to communicate their personal and strategic information."
1.6 "“In-person meetings”, as defined in the Term of Use available on the webpage https://madmiddleman.com/pages/terms-of-use.html, means physical meetings organized between the Parties in the context of exchanges relating to Confidential Services, taking place strictly in person, in venues selected by the Recipient or the Provider, under application of advanced security standards and operational protocols defined in Article 2.5."
1.7 "“Due Diligence”, as defined in the Term of Use available on the webpage https://madmiddleman.com/pages/terms-of-use.html, means all checks, inquiries, controls, and validations carried out by the Supplier concerning the identity, reputation, creditworthiness, background, affiliations, and business needs of the Recipient, as well as any reciprocal checks that the Recipient may conduct concerning the Supplier, in compliance with applicable laws."
1.8 "“Security-Clearance” means the level of security screening and clearance required to access Confidential Services, including without limitation verification of the absence of conflicts of interest, reputational risks, links with sanctioned or regulated entities, and any circumstance that may compromise the absolute confidentiality of commitments."
1.9 "“Advanced Security” means all physical, technical, and organizational security measures implemented by the Provider to protect Confidential Information, including without limitation: end-to-end encryption of electronic communications; compartmentalization of teams (cleared teams) with restricted access based on the need-to-know principle; physical security for meeting attendance; specialized admission procedures; periodic security audits; and secure document destruction protocols."
1.10 "“Personal Data” or “Personal Data” means any information relating to an identified or identifiable natural person within the meaning of Article 4(1) of the GDPR, including in particular data submitted by the Recipient via the Contact Form."
1.11 "“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data."
1.12 "“Trade Secrets Act” means Law No. 2018-670 of 30 July 2018 relating to the protection of trade secrets, transposing Directive (EU) 2016/943."
1.13 "“Duration” means the period of application of this Agreement, as defined in Article 5."
1.14 "Violation" or "Breach" means any unauthorized disclosure, use, reproduction, or processing of Confidential Information in violation of the provisions of this Agreement, including any loss, theft, unauthorized access, or compromise of the confidentiality of Confidential Information.
1.15 "“Representatives” means, for a Party, its directors, officers, employees, consultants, legal advisors, financial advisors, auditors, experts, subcontractors, and any other natural or legal person acting on behalf of or under the control of said Party, who have a legitimate need to access Confidential Information for the purposes of exchanges relating to the Confidential Services."
1.16 "“Working day” means any day of the week except Saturdays, Sundays, and public holidays in metropolitan France."
1.17 "“Force Majeure”, as defined in the Term of Use available on the webpage https://madmiddleman.com/pages/terms-of-use.html, means any unforeseeable, irresistible event, external to the Parties, preventing the performance of their contractual obligations, within the meaning of Article 1218 of the Civil Code."
1.18 "“Notification” means any written communication addressed by one Party to the other in accordance with the terms defined in Article 11.9."
1.19 "Interpretation: In this Agreement, unless expressly stated otherwise:"
The headings of Articles and sub-articles are inserted for convenience only and shall not affect the interpretation of this Agreement;
References to Articles or sub-articles refer to the Articles or sub-articles of this Agreement;
The terms "including", "includes", "notably", "for example", and any similar expression should be interpreted as being followed by the terms "without limitation";
The singular includes the plural and vice versa;
References to laws, regulations, or legislative texts include all their subsequent amendments, re-enactments, or replacements.
1.20 "In general," Enhanced Security Protocols", "Operational Security", "Best Efforts Obligation", "Personal Data", "Principal", "Network" as exhaustively defined in the Term of Use available on the webpage https://madmiddleman.com/pages/terms-of-use.html,
ARTICLE 2 – RECIPIENT'S OBLIGATIONS
2.1 "General Non-Disclosure Obligation"
The Recipient expressly and irrevocably undertakes not to disclose, reveal, communicate, transmit, publish, or make available, directly or indirectly, in any way whatsoever, to anyone, any Confidential Information of the Supplier received in the context of exchanges relating to the Confidential Services, without the prior and express written authorization of the Supplier.
This obligation extends to any Disclosure, regardless of its form (oral, written, electronic, visual, or other), its medium (paper document, digital file, presentation, audio or video recording, or other), or its recipient (natural person, legal entity, public authority, press, competitor, partner, or other).
2.2 "Limitation of Use"
The Recipient agrees to use the Supplier's Confidential Information only for the specific purposes for which it was disclosed, namely:
Assessing the appropriateness of using the Provider's Confidential Services;
Conducting its own due diligence regarding the Supplier and its operational capabilities;
Preparing for and participating in in-person meetings organized under secure protocols;
The negotiation and, where applicable, the conclusion of a commercial agreement relating to the provision of Confidential Services.
Any other use, including but not limited to commercial exploitation, reproduction for unjustified internal purposes, comparative analysis with competing services, or integration into decision-making processes external to the Confidential Services, is strictly prohibited.
2.3 "Security and Protection Measures"
The Recipient undertakes to implement all necessary technical, organizational, and physical security measures to ensure the protection of the Supplier's Confidential Information against anyDisclosure, unauthorized access, use, modification, destruction, loss, or alteration.
These measures must be at least equivalent to those described on the Confidential Services page and include, in particular:
(a) Encrypted Communications: All electronic communications including Confidential Information must be transmitted via end-to-end encrypted channels, with mutual authentication of correspondents;
(b) Cleared Teams: Access to Confidential Information must be strictly limited to Recipient Representatives with a legitimate need to know (need-to-know principle), who have been duly made aware of confidentiality obligations, and who have signed an individual confidentiality undertaking in the same terms as this Agreement;
(c) Compartmentalization: Confidential Information must be stored and processed in a compartmentalized manner, isolated from the Recipient's other information, with strict access controls (strong authentication, access logging, periodic review of authorizations);
(d) Physical Security: Paper documents including Confidential Information must be kept in locked cabinets or secure rooms with restricted access; face-to-face meetings must take place in venues that guarantee the absence of listening, unauthorized recording, or intrusion;
(e) Secure Destruction: Confidential Information in paper format must be destroyed by cross-cut shredding or incineration; electronic media must be securely erased;
(f) Training and Awareness: The Recipient shall train its Representatives who have access to Confidential Information on good information security practices and the contractual obligations of this Agreement.
2.4 "Responsibility for Representatives"
The Recipient remains fully and jointly liable for any Violation of this Agreement committed by its Representatives. Before disclosing any Confidential Information to a Representative, the Recipient must:
Obtain a written commitment from said Representative to respect confidentiality obligations at least as strict as those of this Agreement;
Inform the said Representative of the highly confidential nature of the information and the legal consequences of a Violation;
Limit Disclosure to what is strictly necessary for the performance of the Representative's duties.
The Recipient must immediately notify the Supplier in writing of the identity and functions of any Representative to whom Confidential Information is disclosed, unless the Supplier expressly waives this right.
2.5 "Protocols for in-person meetings"
The Recipient agrees to strictly adhere to the protocols defined by the Supplier for in-person meetings, including in particular:
(a) Secure Venues: Meetings must take place in venues that guarantee absolute confidentiality of discussions (soundproof rooms, absence of unauthorized recording devices, strict access control), whether the venues are proposed by the Supplier or selected by the Recipient with the Supplier's approval;
(b) Prohibition of Recording: Unless prior written agreement is obtained from the Supplier, the Recipient is strictly prohibited from recording, filming, photographing, or capturing in any way whatsoever the in-person meetings, including presentations, projected documents, or oral exchanges;
(c) Restricted Note-Taking: Handwritten or electronic note-taking during in-person meetings must be limited to what is strictly necessary, and such notes must be treated as Confidential Information subject to all the obligations of this Agreement;
(d) Admission Procedures: The Recipient must comply with the specialized Admission Procedures defined by the Supplier, including identity verification, issuance of temporary badges, signing of attendance registers, and any other measures deemed necessary by the Supplier;
(e) Accompanying persons: Any accompanying person of the Recipient to in-person meetings must be previously identified and approved by the Supplier, and must sign an individual confidentiality agreement before the start of the meeting.
2.6 "Return and Destruction of Confidential Information"
Upon written request from the Supplier, at any time, or automatically upon Termination of the Agreement as defined in Article 5, the Recipient undertakes to:
(a) Immediately return to the Supplier, within a maximum of ten (10) Calendar Days following receipt of the request or Termination, all documents, files, media, materials, and all other tangible or intangible items including or reflecting Confidential Information of the Supplier, in its possession or under its control;
(b) Securely destroy, in accordance with the standards defined in Article 2.3(e), all copies, reproductions, extracts, summaries, compilations, analyses, or derivative documents incorporating or reflecting Confidential Supplier Information, whether in paper, electronic, or any other format, including copies stored on servers, backup systems, laptops, mobile phones, or any other device;
(c) Provide the Supplier, within the aforementioned period, with a written statement signed by a legal representative of the Recipient certifying the complete return and secure destruction of all Confidential Information, specifying the methods of destruction used.
Exception: The Recipient may retain one (1) archived copy of the Confidential Information strictly necessary to comply with mandatory legal or regulatory obligations (for example, accounting, tax, or prudential obligations), provided that:
This retention should be strictly limited to the period required by applicable law or regulation;
The copies retained remain subject to all the confidentiality obligations of this Agreement for the entire duration of their retention;
The Recipient shall notify the Supplier in writing of the nature and the planned duration of this storage.
2.7 "Non-Solicitation and Non-Poaching"
Throughout the Term of this Agreement and for a period of five (5) years following its Termination, the Recipient is expressly prohibited from:
(a) To solicit, poach, engage, or attempt to engage, directly or indirectly, any employee, consultant, collaborator, or partner of the Supplier or its network of partners who has been identified or introduced to the Recipient in connection with exchanges relating to the Confidential Services;
(b) Encourage, incite, or facilitate the departure of such persons from the Supplier or its network of partners, or interfere in any way with the contractual relationship between the Supplier and such persons;
(c) Contacting such persons directly or indirectly for business purposes other than those strictly necessary for the performance of this Agreement or any subsequent commercial agreement entered into with the Supplier.
This prohibition does not apply to solicitations resulting from general recruitment campaigns not specifically targeted at the individuals concerned.
2.8 "Non-Circumvention"
The Recipient formally undertakes not to circumvent, exclude, or bypass the Provider by directly contacting, negotiating with, or entering into agreements with members of the Provider's partner network, specialized intelligence sources, holders of strategic resources, or institutions to which the Provider offers privileged access, identified or disclosed to the Recipient in the context of exchanges relating to the Confidential Services.
This obligation applies for the entire Term of the Agreement and for a period of seven (7) years following its Termination.
In the event of a breach of this obligation, the Recipient shall be liable to the Supplier for a fixed indemnity equal to the value of the contract or transaction circumvented, without prejudice to any additional damages that the Supplier may claim.
2.9 "Obligation to Notify in the Event of a Request for Legal Disclosure"
If the Recipient is legally compelled (by court order, subpoena, public authority requisition, or any other binding legal process) to disclose the Supplier's Confidential Information, it must:
(a) Notify the Supplier immediately in writing (within a maximum of twenty-four (24) hours of receiving the legal request), providing a copy of said request and all relevant details;
(b) Cooperate fully with the Supplier to enable the Supplier to contest the request, obtain a protection order, or limit the scope of the required disclosure;
(c) Limit disclosure to the strict minimum legally required, refraining from disclosing any Confidential Information not expressly covered by the legal request;
(d) Request, with the assistance of the Supplier if requested, the implementation of appropriate protection measures (confidentiality of documents submitted to the file, closed session, sealing of documents, or other);
(e) Inform the requesting authority of the highly confidential nature of the disclosed information and of the existence of this Agreement.
The Recipient shall not be held liable for a Violation of this Agreement in the event of disclosure strictly limited to mandatory legal obligations, provided that it has scrupulously complied with the obligations of this Article 2.9.
2.10 "Adapted measures"
The Recipient shall implement and maintain Operational Security measures commensurate with the sensitivity of the Confidential Information, including but not limited to the use of Encrypted Communications, information compartmentalization on a need-to-know basis, physical security for any In-Person Meetings (secure venues, identity verification, no unauthorized recording or devices), and immediate secure destruction of documents after use. For Confidential Mandates, Enhanced Security Protocols as defined in the Terms shall apply mandatorily.
ARTICLE 3 – SUPPLIER'S OBLIGATIONS
3.1 "General Obligation of Confidentiality of Recipient Data"
The Supplier expressly and irrevocably undertakes to treat all Recipient's Confidential Information, including but not limited to:, as strictly confidential.
Personal Data submitted via the Contact Form (identity, contact details, function, affiliations);
The Recipient's strategic intent and the underlying motivations for their request for access to Confidential Services;
Financial, asset, operational, or strategic information disclosed by the Recipient during the due diligence phase, in-person meetings, or any other preliminary exchange.
The Supplier is strictly prohibited from disclosing, revealing, communicating, transmitting, publishing, or making available, directly or indirectly, this Confidential Information to third parties, without the prior and express written authorization of the Recipient, except in the cases expressly provided for in this Agreement.
3.2 "GDPR Compliance – Processing of Personal Data"
The Supplier, acting as data controller within the meaning of Article 4(7) of the GDPR, undertakes to process the Recipient's Personal Data in strict compliance with the GDPR and Law No. 78-17 of 6 January 1978 relating to information technology, files and freedoms, as amended.
3.2 "1. Legal Basis for Processing"
The processing of Personal Data submitted via the Contact Form is based on the legitimate interest of the Provider, as defined in Article 6(1)(f) of the GDPR, which consists of:
Protecting the confidentiality of its activities and its network of partners;
Conduct appropriate due diligence before any disclosure of sensitive Confidential Information;
Evaluate the opportunity and feasibility of a business relationship with the Recipient;
To comply with its legal and regulatory obligations regarding the prevention of money laundering and terrorist financing.
The Provider has carried out a balancing of the competing interests and considers that this legitimate interest prevails over the rights and freedoms of the Recipient, given the highly confidential nature of the Confidential Services and the risks associated with inappropriate disclosure.
The Recipient has a right to object to this processing, which he/she may exercise in accordance with Article 3.2.5 below.
3.2 "2. Purposes of the Processing"
The Recipient's Personal Data is processed exclusively for the following purposes:
Management and processing of requests for exclusive access to Confidential Services;
Verification of the identity, legitimacy, and legitimate business need of the Recipient (due diligence);
Communication with the Recipient regarding their request and subsequent steps in the access process;
Organizing in-person meetings under secure protocols;
Execution of this Agreement and protection of the Supplier's rights in the event of a Violation;
Compliance with the legal and regulatory obligations applicable to the Supplier (anti-money laundering, international sanctions, sector regulations).
3.2 "3. Principles of Minimization and Limitation of Conservation"
In accordance with Article 5(1)(c) of the GDPR, the Supplier undertakes to:
Only collect and process Personal Data strictly necessary for the purposes set out in Article 3.2.2;
Limit the retention period of Personal Data to what is strictly necessary to achieve said purposes, with automatic deletion at the end of a period of five (5) years following the last contact with the Recipient, unless there is a contrary legal obligation to retain it for a longer period (for example, accounting or tax obligations);
3.2 "4. Technical and Organizational Security Measures"
In accordance with Article 32 of the GDPR, the Supplier implements appropriate technical and organizational security measures to ensure a level of security appropriate to the risk, including in particular:
(a) Technical Security:
End-to-end encryption of electronic communications containing Personal Data;
Strict access controls to Personal Data processing systems;
Logging and monitoring of access to Personal Data with retention of logs for a minimum of twelve (12) months;
Regularly updating computer systems and applying security patches as soon as possible;
Regular encrypted backups with secure off-site storage;
(b) Organizational Security:
Limiting access to Personal Data to only Representatives of the Supplier who have a legitimate need to know it (cleared teams);
Regular training and awareness-raising of staff on data protection issues and GDPR obligations;
Strict contractual confidentiality clauses in employment contracts and subcontracting agreements;
Documented procedures for managing security incidents and notifying data breaches.
3.2 "5. Rights of Data Subjects"
In accordance with Articles 15 to 22 of the GDPR, the Recipient (or any natural person whose Personal Data is processed under this Agreement) has the following rights:
(a) Right of Access (Article 15 GDPR): To obtain confirmation that Personal Data concerning him/her are being processed, and to access those data and information relating to the processing;
(b) Right to Rectification (Article 16 GDPR): To obtain the rectification of inaccurate Personal Data concerning him/her, as well as the completion of incomplete data;
(c) Right to Erasure (Article 17 GDPR): Obtain the erasure of your Personal Data, unless its retention is necessary to comply with a legal obligation, for the establishment, exercise or defence of legal claims, or for any other legitimate reason provided for by the GDPR;
(d) Right to Restriction of Processing (Article 18 GDPR): Obtain the restriction of the processing of one's Personal Data in the cases provided for by the GDPR;
(e) Right to Data Portability (Article 20 GDPR): To receive one's Personal Data in a structured, commonly used and machine-readable format and to transmit it to another controller where the processing is based on consent or a contract and is carried out by automated means;
(f) Right to Object (Article 21 GDPR): To object at any time, on grounds relating to his or her particular situation, to the processing of his or her Personal Data based on the legitimate interest of the Provider. The Provider will then cease the processing, unless it demonstrates the existence of compelling legitimate grounds justifying the continuation of the processing which override the interests, rights and freedoms of the data subject;
(g) Right to lodge a complaint: To lodge a complaint with the Commission Nationale de l'Informatique et des Libertés (CNIL), the French supervisory authority, in the event of an alleged violation of the GDPR.
These rights can be exercised by sending a written request to the Supplier at the email address contact@madmiddleman.com or to the Supplier's postal address mentioned in the heading of this AgreementThe Supplier undertakes to respond to any request to exercise rights within a maximum period of thirty (30) calendar days following its receipt, in accordance with Article 12(3) of the GDPR, this period may be extended by two (2) additional months in the event of complexity of the request, with reasoned information to the requester.
3.2 "6. Data Breach Notification"
In the event of a personal data breach likely to pose a risk to the rights and freedoms of the recipient, the provider undertakes to:
(a) Notify the CNIL of the breach within a maximum period of seventy-two (72) hours following the discovery of the breach, in accordance with Article 33 of the GDPR, unless the breach is unlikely to result in a risk to the rights and freedoms of natural persons;
(b) Notify the Recipient of the breach as soon as possible after becoming aware of the breach, and at the latest within seventy-two (72) hours, where the breach is likely to result in a high risk to the Recipient's rights and freedoms, in accordance with Article 34 of the GDPR;
(c) Provide the Recipient with a detailed description of the nature of the breach, the categories and approximate number of persons concerned, the categories and approximate number of Personal Data records concerned, the likely consequences of the breach, and the measures taken or envisaged to remedy the breach and mitigate its adverse effects.
3.3 "Limitation of Disclosure to Representatives"
The Supplier undertakes to limit the disclosure of the Recipient's Confidential Information to its Representatives only who have a legitimate need to know it for the purposes set out in Article 3.2.2, in strict compliance with the principle of compartmentalization and the need-to-know principle.
All Representatives of the Supplier having access to the Recipient's Confidential Information must be bound by contractual confidentiality obligations at least as strict as those of this Agreement.
The Supplier remains fully and jointly liable for any Violation of this Agreement committed by its Representatives.
3.4 "No Unauthorized Commercial Use"
The Supplier expressly agrees not to use the Recipient's Confidential Information for any purpose other than those expressly provided for in this Agreement, including but not limited to:
Commercial prospecting with the Recipient for unsolicited services;
The creation of prospecting files or the sale/transfer of the Recipient's contact details to third parties;
Behavioral analysis or profiling of the Recipient for marketing purposes;
Any direct or indirect commercial use of the Recipient's Confidential Information for the benefit of the Supplier or third parties.
3.5 "Transparency and Information"
The Supplier undertakes to clearly inform the Recipient, prior to collecting their Personal Data via the Contact Form, of the following:
The identity and contact details of the data controller (Mad Middleman) and, where applicable, of its data protection officer;
The purposes of the processing and the legal basis for the processing (legitimate interest);
The recipients or categories of recipients of Personal Data;
The retention period for Personal Data or the criteria for determining this period;
The existence of rights of access, rectification, erasure, limitation, objection and portability, as well as the modalities of their exercise;
The right to lodge a complaint with the CNIL;
The mandatory or optional nature of providing Personal Data and the possible consequences of failing to provide it.
This information is provided via a privacy policy accessible directly from the Contact Form or via a clearly identifiable hyperlink.
3.6 "Subcontracting and Data Transfers"
The Supplier undertakes not to subcontract the processing of the Recipient's Personal Data to third parties without first:
Inform the Recipient in a clear and transparent manner of the identity of the subcontractor, the nature of the subcontracted processing, and the contractual guarantees put in place;
Concluded with the subcontractor a written contract imposing data protection obligations at least equivalent to those of this Agreement, in accordance with Article 28 of the GDPR.
In the event of a transfer of Personal Data outside the European Economic Area (EEA), the Supplier undertakes to implement the appropriate safeguards provided for in Articles 44 et seq. of the GDPR (standard contractual clauses of the European Commission, binding corporate rules, or any other recognized mechanism), and to inform the Recipient in advance.
3.7 "Notification in the event of a Legal Request for Disclosure (Supplier)"
If the Supplier is legally compelled to disclose Confidential Information of the Recipient, it undertakes to apply mutatis mutandis the obligations set forth in Article 2.9, including immediate notification of the Recipient, cooperation in limiting or challenging the disclosure, and soliciting appropriate protective measures.
ARTICLE 4 – EXCEPTIONS TO THE OBLIGATION OF CONFIDENTIALITY
4.1 "General Principle"
The confidentiality obligations set forth in Articles 2 and 3 of this Agreement do not apply to Confidential Information that, at the time of its disclosure or subsequently:
4.1 "1. Public Domain Information"
Information is or becomes available in the public domain without breach of this Agreement by the Receiving Party. The Receiving Party must demonstrate, through dated and verifiable documentary evidence, that the information was indeed publicly available before its disclosure or that it became public without any wrongful action or omission on its part.
4.1 "2. Previously Known Information"
Were legitimately in the possession of the Receiving Party prior to their disclosure by the Disclosing Party, as evidenced by pre-existing dated and verifiable written documents (emails, internal memos, reports, or other tangible evidence), and were not subject to any prior confidentiality obligation.
4.1 "3. Independently Developed Information"
They are developed independently by the Receiving Party without use, reference, or access to the Confidential Information of the Disclosing Party, as evidenced by compelling documentary evidence (development logs, research notes, testimony from employees not exposed to the Confidential Information, or other evidence).
4.1 "4. Information Received from Legitimate Third Parties"
Information may legitimately be received from a third party not subject to a confidentiality obligation towards the Disclosing Party, provided that the Receiving Party has no knowledge or reason to believe that this third party obtained said information in violation of a confidentiality obligation.
4.2 "Legally Required Disclosures"
Confidential Information may be disclosed by the Receiving Party only to the extent strictly required to comply with a mandatory legal obligation (law, regulation, court order, subpoena, public authority requisition, or any other binding legal process), provided that:
(a) The Receiving Party has scrupulously complied with the prior notification obligations set out in Article 2.9 (for the Recipient) or Article 3.7 below (for the Supplier);
(b) Disclosure shall be strictly limited to the information expressly referred to by the legal obligation, without incidental or voluntary disclosure of additional information;
(c) The Receiving Party has made reasonable efforts, in cooperation with the Disclosing Party, to obtain confidential or protected treatment of the disclosed information (sealing, in camera, protective order, or other appropriate measures).
4.3 "Burden of Proof"
In the event of a dispute concerning the applicability of an exception provided for in this Article 4, the burden of proof regarding the existence of the conditions for the exception rests with the Receiving Party invoking that exception. The evidence must be clear, convincing, and documented contemporaneously with the alleged events.
4.4 "Limited Scope of Exceptions"
The exceptions provided for in this Article 4 shall be interpreted strictly. Confidential Information does not lose its confidential nature in its entirety simply because part of it falls under an exception. Only the specific elements that meet the criteria of an exception cease to be subject to confidentiality obligations; the other elements remain fully protected.
4.5 "Ongoing Obligation of Protection"
Even when an exception applies, the Receiving Party remains obligated to treat the Confidential Information in question with the degree of care and discretion that a reasonable person would exercise in similar circumstances, and to limit its disclosure to what is strictly necessary.
ARTICLE 5 – DURATION AND TERMINATION
5.1 "Taking Effect"
This Agreement shall take effect on the date of submission by the Recipient of the Contact Form accessible at the address madmiddleman.com/contact , and acceptance of the terms of this Agreement materialized by the checkbox inserted in said form (the "Effective Date").
Acceptance of this Agreement is a prerequisite and mandatory condition for valid submission of the Contact Form. Without express acceptance, no request for access to the Confidential Services will be processed by the Provider.
5.2 "Indefinite Duration"
This Agreement is concluded for an indefinite period from the Effective Date, subject to the Termination provisions set forth below.
This NDA becomes effective upon the Recipient's acceptance via checkbox and Form Submission on the Site.
The confidentiality obligations shall continue indefinitely, except for trade secrets which shall remain protected in perpetuity. Non-solicitation obligations survive for five (5) years and non-circumvention obligations for seven (7) years following termination or conclusion of discussions.
5.3 "Termination by the Recipient"
The Recipient may unilaterally terminate this Agreement at any time, with immediate effect, by written notice to the Supplier in accordance with the terms of Article 11.9.
Termination by the Recipient does not release it from its obligations set out in Article 5.4 below (survival of post-termination obligations).
5.4 "Termination by the Supplier"
The Supplier may unilaterally terminate this Agreement in the following cases:
(a) Termination for Convenience: At any time, with thirty (30) Working Days written notice addressed to the Recipient, without obligation to provide justification;
(b) Termination for Breach: With immediate effect, in the event of a material breach by the Recipient of any of its obligations under this Agreement, without prejudice to the Supplier's right to claim damages and seek injunctive relief in accordance with Article 6;
(c) Termination for Collective Procedure: With immediate effect, in the event of the opening of safeguard, receivership, or liquidation proceedings against the Recipient, or in the event of cessation of activity of the Recipient.
5.5 "Survival of Post-Termation Bonds"
The termination of this Agreement, for whatever reason, does not affect the survival of the following obligations, which remain in full force and effect:
5.5 "1. Confidential Information Not Qualified as Trade Secrets"
The confidentiality obligations set forth in Articles 2 and 3 concerning Confidential Information not constituting trade secrets within the meaning of the Trade Secrets Act shall survive Termination for a period of five (5) years from the date of Termination.
5.5 "2. Trade Secrets"
The confidentiality obligations set out in Articles 2 and 3 concerning Confidential Information qualified as trade secrets within the meaning of Article L. 151-1 of the French Commercial Code (information having actual or potential commercial value due to its secret nature, subject to reasonable protection measures to maintain its secret nature, and not being readily accessible to persons familiar with this type of information) survive Termination in perpetuity, as long as said information retains its trade secret character.
The following information is presumed to constitute trade secrets, unless proven otherwise:
The identity, capabilities, and affiliations of the Supplier's partner network members;
The sources, methods of obtaining, and content of the Supplier's proprietary specialized intelligence;
The Supplier's exclusive strategic resources and privileged institutional access arrangements;
The Provider's operational protocols, engagement methodologies, and proprietary frameworks;
The Recipient's sensitive financial, asset, and strategic data is communicated under a seal of confidentiality.
5.5 "3. Other Surviving Obligations"
The following also survive Termination in perpetuity or for the specified duration:
The obligations for the return and destruction of Confidential Information (Article 2.6): immediate execution upon Termination;
Non-solicitation and non-poaching obligations (Article 2.7): five (5) years post-Termination;
Non-circumvention obligations (Article 2.8): seven (7) years post-Termination;
The obligations relating to remedies, damages, and dispute resolution (Articles 6 and 7): perpetually;
The obligations of guarantee, indemnity, and limitation of liability (Article 9): perpetually.
5.6 "Effects of Termination"
Effective from the Termination Date (or, if notice is given, upon its expiry):
(a) Any further disclosure of Confidential Information between the Parties shall cease immediately, unless otherwise agreed in writing by the Parties;
(b) The return and destruction obligations set out in Article 2.6 become immediately due and payable, with a period of execution of ten (10) Working Days following Termination;
(c) Surviving confidentiality obligations remain fully applicable in accordance with Article 5.5, notwithstanding the termination of other provisions of the Agreement.
ARTICLE 6 – REMEDIES AND SANCTIONS
6.1 "Recognition of Irreparable Harm"
The Parties expressly acknowledge that the Confidential Information covered by this Agreement has considerable economic, strategic, and competitive value, and that any Violation of confidentiality obligations would cause irreparable harm to the Disclosed Party, which is difficult to quantify and not adequately remedied by the sole award of damages.
Consequently, the Parties agree that the Disclosed Party is entitled to seek injunctive relief and interim relief, ex parte orders in addition to or in place of claims for damages, without the obligation to demonstrate the existence of pecuniary loss or the inadequacy of compensatory remedies.
6.2 "Court Order"
In the event of a breach or imminent threat of breach of this Agreement by the Receiving Party, the Disclosing Party is entitled to seek redress from the competent court designated in Article 7.3:
(a) An interim order or an order on application, pursuant to Articles 808 et seq. or 493 et seq. of the Code of Civil Procedure, ordering the Receiving Party to immediately cease any Violation and to refrain from any future Violation;
(b) A seizure-for-counterfeiting or seizure-description order, in accordance with Articles L. 153-1 et seq. of the Commercial Code (for trade secrets), allowing the extent of the infringement to be established and evidence to be preserved;
(c) An order for the removal or recall of the unlawfully disclosed Confidential Information, including the destruction of copies, reproductions, or derivative documents, at the expense of the Receiving Party;
(d) Any other protective or provisional measure deemed necessary by the court to prevent the continuation or aggravation of the harm.
The use of these emergency measures does not in any way prejudice the right of the Disclosing Party to subsequently bring a substantive action to obtain full compensation for the damage suffered.
6.3 "Damages"
Without prejudice to the injunctive measures set out in Article 6.2, the Disclosing Party that is the victim of a Violation is entitled to claim from the wrongful Receiving Party full compensation for the damage suffered, in accordance with Articles 1240 et seq. of the Civil Code.
6.3 "1. Direct Injury"
The damages compensate for the direct, certain, and actual harm suffered by the Disclosing Party, including, but not limited to:
The loss of economic or commercial value of the disclosed Confidential Information;
The loss of competitive advantage resulting from the disclosure;
The costs of reconstituting, enhancing the protection of, or replacing compromised Confidential Information;
The costs incurred to stop the Violation, including the fees of lawyers, experts, and private investigators;
The loss of earnings resulting directly from the Violation (loss of contracts, loss of customers, loss of business opportunities).
6.3 "2. Indirect Damage"
The Parties expressly agree that, notwithstanding the general principle of exclusion of consequential damages in commercial contracts, damages may also include compensation for indirect harm foreseeable at the time of the conclusion of the Agreement, including in particular:
Damage to image and reputation resulting from the disclosure of sensitive Confidential Information;
The loss of confidence of partners, clients, or institutions in the Supplier's partner network;
The indirect financial consequences of the Breach (operational disorganization, loss of opportunities not directly related to disclosure, crisis management costs).
6.3 "3. Unjust Enrichment"
If the Breach has enabled the Disclosing Party or a third party to realize an unjust enrichment (for example, commercial exploitation of the Confidential Information, conclusion of contracts bypassing the Supplier, savings made through the disclosed information), the Disclosed Party may claim, in lieu of or in addition to compensatory damages, the restitution of this enrichment in accordance with Articles 1303 et seq. of the Civil Code.
6.3 "4. Punitive (Counterclaim) Damages"
Although French law does not traditionally recognize punitive damages, the Parties agree that in the event of an intentional, deliberate, or grossly serious breach (including bad faith, concealment, or recidivism), the court may, in the exercise of its sovereign power of assessment, set the amount of damages at a level higher than the strictly demonstrated harm, in order to sanction the seriousness of the fault and to deter any recidivism.
6.4 "On-call duty"
In addition to or in place of damages, the Disclosed Party may seek from the competent court an order against the Party disclosing the Confidential Information, which is at fault, to pay a penalty, in accordance with Articles 901 et seq. of the Code of Civil Procedure, intended to compel the performance of the obligations of this Agreement.
The Parties expressly agree that a provisional penalty of a minimum amount of five hundred euros (€500) per day of delay (or per breach found, depending on the nature of the obligation violated) constitutes a reasonable and proportionate amount, taking into account the seriousness of the confidentiality obligations and the potential harm resulting from their non-performance.
The court retains its exclusive jurisdiction to determine the final amount of the penalty payment, to liquidate it, and to decide on its possible reduction or cancellation depending on the circumstances.
6.5 "Court Costs and Attorney Fees"
In the event of legal action initiated by the Disclosed Party to penalize a Violation of this Agreement, and provided that said Party prevails (in whole or in part), the Party disclosing the Confidential Information at fault shall be ordered to reimburse the Disclosing Party:
(a) All court costs, including court fees, bailiff's fees, court expert fees, certified translation fees, and all other necessary costs incurred in the course of the proceedings;
(b) Reasonable and justified legal fees incurred by the Disclosing Party for the defence of its rights, in accordance with Article 700 of the Code of Civil Procedure, it being specified that the Parties agree that a minimum amount of ten thousand euros (€10,000) constitutes a reasonable sum for a first instance proceeding in matters of breach of confidentiality, subject to the sovereign power of the court's assessment.
6.6 "Combination of Remedies"
The remedies set forth in this Article 6 are cumulative and not exclusive. The Disclosed Party may seek all or part of these remedies simultaneously or successively, as well as any other remedy available under French law (unfair competition action, parasitic competition action, ordinary tort action, or others).
The use of one remedy does not constitute a waiver of other available remedies, unless expressly and unequivocally waived in writing by the Disclosed Party.
6.7 "No Limitation of Liability"
The Parties expressly agree that nothing in this Agreement shall be construed as limiting or excluding the Receiving Party's liability for any breach of confidentiality obligations. Any attempt to limit or exclude such liability shall be deemed null and void, in accordance with Article 1170 of the French Civil Code (prohibition of clauses excluding liability for intentional or gross negligence) and established case law on confidentiality.
ARTICLE 7 – DISPUTE RESOLUTION
7.1 "Applicable Law"
This Agreement shall be governed, interpreted, and enforced exclusively in accordance with French law, including but not limited to:
The French Civil Code, in particular its provisions relating to contracts (articles 1101 et seq.), obligations (articles 1342 et seq.), and civil liability (articles 1240 et seq.);
The French Commercial Code, in particular its provisions relating to trade secrets (articles L. 151-1 et seq.);
Regulation (EU) 2016/679 of 27 April 2016 on the protection of personal data (GDPR);
Law No. 78-17 of 6 January 1978 relating to information technology, files and freedoms, as amended;
The French Code of Civil Procedure;
Any other French legislation applicable to matters covered by this Agreement.
The application of the Vienna Convention of 11 April 1980 on the International Sale of Goods is expressly excluded, even if it were to be considered applicable under international connecting factors.
In the event of a conflict between the provisions of this Agreement and a mandatory rule of French law, the said mandatory rule shall prevail, and the Parties undertake to negotiate in good faith an amendment to this Agreement to restore the contractual balance in compliance with the law.
7.2 "Prior Amicable Resolution"
Prior to any legal or arbitration proceedings, the Parties undertake to attempt to resolve in good faith any dispute, litigation, claim, or controversy arising out of or in connection with this Agreement, including any question relating to its existence, validity, interpretation, performance, breach, termination, or consequences (hereinafter a "Dispute"), through direct amicable negotiations.
7.2 "1. Amicable Negotiation Procedure"
Any Party wishing to initiate an amicable resolution must send the other Party a written notification describing precisely the nature of the Dispute, the respective positions of the Parties, and the solutions envisaged (the "Notice of Dispute").
Within fifteen (15) Working Days following receipt of the Dispute Notification, the legal representatives of the Parties (or their duly authorized agents) must meet, physically or by secure videoconference, to try to reach an amicable settlement.
If no agreement is reached within thirty (30) Working Days following receipt of the Dispute Notification, or if a Party refuses to participate in amicable negotiations, each Party regains its full freedom to resort to the judicial or arbitral means provided below.
7.2 "2. Confidentiality of Negotiations"
The amicable negotiations, as well as all exchanges, proposals, concessions, and documents produced within this framework, are strictly confidential and covered by the secrecy of negotiations. They may not be invoked, produced, or used as evidence in any subsequent judicial or arbitration proceedings, unless otherwise agreed in writing by the Parties or required by law.
7.3 "Exclusive Jurisdiction"
In the absence of an amicable resolution of the Dispute in accordance with Article 7.2, and subject to the provisions relating to mediation (Article 7.4) and optional arbitration (Article 7.5), the Parties confer exclusive jurisdiction on the following French courts, depending on the nature of the Dispute:
7.3 "1. Territorial Jurisdiction"
(a) Principle: Exclusive jurisdiction of the competent courts of Paris (France), notwithstanding any other criterion of territorial jurisdiction provided for by the Code of Civil Procedure.
(b) Exception: If the Recipient is domiciled or has its registered office outside France, and if the Dispute involves a principal Ultra High Net Worth Individual, a Fortune 500 corporation, or a government entity with substantial interests in Switzerland, the Parties may, by mutual express written agreement concluded after the Dispute has arisen, agree to confer jurisdiction on the courts of Geneva (Switzerland), subject to the acceptance of jurisdiction by said courts and compliance with Swiss rules of procedure.
7.3 "2. Material Competence"
(a) Commercial Disputes: The Commercial Court of Paris shall have jurisdiction over all Disputes relating to the interpretation, performance, or breach of this Agreement in its commercial aspects (breach of confidentiality obligations, actions for infringement of trade secrets, claims for damages, requests for injunctions, or other);
(b) Summary Proceedings: The President of the Commercial Court of Paris, ruling in summary proceedings in accordance with Articles 808 et seq. of the Code of Civil Procedure, is competent to order all urgent protective or provisional measures, including injunctions to cease a Violation, seizure-description measures, or provisional penalties;
(c) Disputes relating to Personal Data: The judicial courts of Paris (Tribunal de grande instance de Paris, formerly Tribunal de première instance) have jurisdiction to hear Disputes relating to the processing of Personal Data and the application of the GDPR, without prejudice to the administrative competence of the CNIL in matters of administrative sanctions.
7.3 "3. Mandatory Nature of the Jurisdiction Clause"
This jurisdiction clause is stipulated in the mutual interest of the Parties and is mandatory. Neither Party may unilaterally waive it or bring an action before another court, except in cases expressly provided for by law (for example, consumer actions if the Recipient qualifies as a consumer, which is excluded given the professional nature of the Confidential Services).
7.4 "Mediation (Optional)"
Prior to or in parallel with any legal action, the Parties may, by mutual written agreement, submit the Dispute to a conventional mediation procedure in accordance with the provisions of Articles 1530 et seq. of the Code of Civil Procedure.
7.4 "1. Appointment of the Mediator"
The Parties shall endeavor to appoint by mutual agreement an independent and impartial mediator, specializing in commercial law and intellectual property, within fifteen (15) Working Days following their decision to resort to mediation.
If no agreement is reached on the choice of mediator within this period, each Party may request the appointment of a mediator from the Paris Mediation and Arbitration Centre (CMAP) or any other mediation centre recognised in France.
7.4 "2. Mediation Regulations and Fees"
The mediation is conducted in accordance with the mediation rules chosen by the Parties or, failing that, with the CMAP mediation rules.
The mediator's fees and administrative costs of the mediation shall be shared equally between the Parties, unless otherwise agreed in writing or the mediator provides a reasoned decision. Each Party shall bear its own legal fees and representation costs.
7.4 "3. Non-Suspensive Character"
Recourse to mediation does not suspend the limitation or preclusion periods applicable to the Dispute, except for the application of legal rules of suspension or interruption of time limits in the event of mediation (article 2238 of the Civil Code).
The Parties may, by mutual written agreement, suspend any ongoing judicial or arbitration proceedings for the duration of the mediation.
7.5 "International Arbitration (Option for Cross-Border Disputes)"
If the Recipient is domiciled or has its registered office outside the European Union, and if the Dispute has a significant international character (amount at stake exceeding one million euros (€1,000,000), multiple jurisdictional implications, or exceptional legal complexity), the Parties may, by express written agreement concluded after the Dispute arose, agree to submit said Dispute to international arbitration.
7.5 "1. Arbitration Rules"
The arbitration shall be conducted in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL), in its version in force on the date of submission of the Dispute to arbitration.
7.5 "2. Seat of Arbitration"
The seat of arbitration is Paris (France), unless otherwise agreed in writing by the Parties designating Geneva (Switzerland) or another acceptable seat.
7.5 "3. Language of the Arbitration"
The arbitration shall be conducted in French, unless the Parties agree in writing to the use of English to facilitate the participation of international counsel or arbitrators.
7.5 "4. Constitution du Tribunal Arbitral"
The Dispute shall be settled by an arbitral tribunal composed of three (3) arbitrators appointed in accordance with the UNCITRAL Arbitration Rules. Each Party shall appoint one arbitrator, and the two arbitrators thus appointed shall jointly choose the third arbitrator, who shall preside over the arbitral tribunal.
Arbitrators must be independent, impartial, and demonstrate recognized expertise in international commercial law and/or intellectual property.
7.5 "5. Arbitral Sentence"
The arbitral award is final and binding on the Parties. It may be subject to enforcement in accordance with the New York Convention of 10 June 1958 on the Recognition and Enforcement of Foreign Arbitral Awards, or any other applicable international convention.
The grounds for appeal against the arbitral award are strictly limited to those provided for by the law applicable at the seat of arbitration (for a seat in France: articles 1520 and 1525 of the Code of Civil Procedure).
7.5 "6. Arbitration Confidentiality"
The arbitration, as well as all documents, briefs, hearings, deliberations, and the arbitral award itself, are strictly confidential, unless otherwise required by law or agreed to in writing by the Parties.
7.5 "7. Arbitration Costs"
Arbitration costs (arbitrators' fees, administrative costs if the arbitration is administered, expert fees, translation costs, courtroom rental, or other) are allocated by the arbitral tribunal in its final award, according to the outcome of the dispute and according to the general principle that the losing party bears the arbitration costs.
Each Party shall bear its own legal fees and representation costs, unless the arbitral tribunal decides otherwise with reasons.
7.6 "Precautionary and Emergency Measures"
Notwithstanding any provision to the contrary in this Article 7, each Party retains the right to seek, at any time, from a competent court (including the courts designated in Article 7.3 or any other court having jurisdiction to order provisional measures), any protective, provisional, or emergency measures it deems necessary to protect its rights and prevent imminent or irreparable harm, including, without limitation:
Interim orders requiring the immediate cessation of a Violation;
Seizure-for-counterfeiting or seizure-description measures to preserve evidence;
Judicial seizures or freezing of bank accounts;
Temporary injunctions of non-competition or non-disclosure.
The use of these emergency measures does not constitute a waiver of the clause for amicable resolution, mediation, or arbitration, and does not affect the jurisdiction of the designated court or the arbitral tribunal to hear the merits of the dispute.
ARTICLE 8 – WARRANTIES AND REPRESENTATIONS
8.1 "Supplier Guarantees"
The Supplier represents and warrants to the Recipient, as of the date of submission of the Contact Form and continuously throughout the Term of the Agreement, that:
(a) Legal Capacity: The Supplier is a companydulyconstituted, validly existing, and in good standing with regard to French law, having full legal capacity to conclude and execute this Agreement;
(b) Powers and Authorisations: The conclusion and execution of this Agreement have been duly authorized by the competent corporate bodies of the Supplier, and the signatory representative has the necessary powers to validly bind the Supplier;
(c) Absence of Conflicts: The conclusion and execution of this Agreement shall not violate any law, regulation, court decision, or contractual stipulation to which the Supplier is subject;
(d) Ownership of Confidential Information: The Supplier is the rightful owner or authorized holder of all Confidential Information that it discloses to the Recipient, or has the necessary rights to disclose it under this Agreement, without violating the rights of third parties;
(e) GDPR Compliance: The Supplier processes the Recipient's Personal Data in strict compliance with the GDPR, the French Data Protection Act, and any other applicable data protection legislation.
8.2 "Guarantees of the Recipient"
The Recipient represents and warrants to the Supplier, as of the date of submission of the Contact Form and continuously throughout the Term of the Agreement, that:
(a) Legal Capacity: If the Recipient is a legal entity, it is duly constituted, validly existing, and in good standing under the law of its State of incorporation or establishment, having full legal capacity to conclude and perform this Agreement; if the Recipient is a natural person, it has full legal capacity to act;
(b) Powers and Authorizations: The person submitting the Contact Form on behalf of the Recipient has the necessary powers to validly bind the Recipient, and has obtained all required internal authorizations;
(c) Absence of Conflicts: The conclusion and execution of this Agreement shall not violate any law, regulation, court decision, or contractual stipulation to which the Recipient is subject;
(d) Accuracy of Information Provided: All information provided by the Recipient via the Contact Form or in subsequent exchanges (identity, contact details, affiliations, strategic intent, or other) is accurate, complete, and not misleading as of the date of its communication;
(e) Legitimate Business Need: The Recipient requests access to the Confidential Services for legitimate, lawful, and lawful business purposes, and has no fraudulent, tortious, or immoral intent;
(f) Absence of Sanctions: The Recipient is not subject to economic sanctions, embargoes, or restrictive measures imposed by the European Union, the United Nations, the United States of America, or any other relevant jurisdiction, and is not listed on any lists of sanctioned persons or entities or under enhanced regulatory surveillance.
8.3 "No Implied Warranties"
Except for the warranties expressly set forth in this Article 8, no Party provides any warranty, express or implied, of any kind whatsoever, concerning:
The accuracy, completeness, timeliness, reliability, or usefulness of the disclosed Confidential Information;
The absence of any infringement of intellectual property rights or third-party rights;
The suitability of the Confidential Information for a particular use by the Recipient;
The commercial or strategic results that may be obtained through Confidential Information or Confidential Services.
The Recipient expressly acknowledges that it evaluates and uses the Supplier's Confidential Information at its own risk and under its own responsibility, and that it must conduct its own checks and due diligence before making any business or strategic decision based on such Confidential Information.
ARTICLE 9 – LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1 "Limitation of Liability for Disclosed Information"
Except in case of breach of confidentiality obligations, gross negligence, fraud, or willful misconduct, neither party shall be liable for indirect, consequential, or punitive damages. The Supplier’s aggregate liability for preliminary exchanges is limited to €0 (zero), consistent with the Terms of Use.
9.1 "1. Supplier" s Exclusion of Liability
To the extent permitted by law, and subject to the mandatory provisions of the Civil Code, the Supplier shall not be liable for any injury, loss, damage, cost, or expense (direct or indirect, tangible or intangible, foreseeable or unforeseeable) suffered by the Recipient and resulting from:
The inaccuracy, incompleteness, obsolescence, or inadequacy of the disclosed Confidential Information;
The inability of the Recipient to access the Confidential Services for any reason whatsoever (refusal following due diligence, operational incompatibility, or other);
Business decisions, investments, or actions undertaken by the Recipient based on the disclosed Confidential Information;
Technical failures, service interruptions, or data losses affecting communication channels or computer systems, except in cases of gross negligence or willful misconduct by the Supplier.
9.1 "2. Exception – Liability for Breach of Confidentiality"
This limitation of liability does not apply in any way to the Supplier's liability in the event of a breach of its own confidentiality obligations set out in Article 3, which remains full and complete in accordance with the general principles of tort law.
9.2 "Compensation by the Recipient"
The Recipient agrees to indemnify, defend, and hold harmless the Supplier, as well as its directors, officers, employees, partners, and Representatives (hereinafter the "Indemnified Parties"), from and against any and all claims, actions, suits, proceedings, liabilities, losses, damages, costs, expenses, and attorneys' fees (hereinafter collectively the "Claims") that may be made, brought, or incurred by any third party against the Indemnified Parties arising out of, or in connection with:
(a) Any breach by the Recipient of any of its obligations under this Agreement;
(b) Any inaccuracy, omission, or misleading nature of the information provided by the Recipient via the Contact Form or in subsequent exchanges;
(c) Any unlawful, fraudulent, or illegal use of the Supplier's Confidential Information by the Recipient or its Representatives;
(d) Any violation by the Recipient of intellectual property rights, personality rights, or other third-party rights in connection with its relationship with the Supplier;
(e) Any third-party claim alleging that the information provided by the Recipient violates their rights or legitimate interests.
9.2 "1. Compensation Procedure"
In the event of a Claim that may give rise to compensation under this Article 9.2, the Supplier (or any relevant Indemnified Person) must:
(a) Promptly notify the Recipient in writing of the existence of the Claim, providing copies of all relevant documents (summons, formal notice, letter of claim, or others);
(b) Allow the Recipient to assume responsibility for the defense of the Claim, including the selection of legal counsel and the conduct of the defense strategy, provided that the Recipient assumes full responsibility for the costs of such defense;
(c) Cooperate reasonably with the Recipient in the defense of the Claim, by providing access to necessary documents, witnesses, and information.
The Supplier (or any Indemnified Person) retains the right to participate in the defense of the Claim with its own counsel, at its own expense, and the Recipient may not settle or acknowledge the Claim without the Supplier's prior written consent if this involves an admission of liability or obligation for the Supplier.
9.3 "No Limitation for Gross Negligence or Fraud"
In accordance with Article 1170 of the Civil Code and established case law, no provision of this Article 9 may be interpreted as limiting or excluding the liability of a Party in the event of gross negligence (a fault of exceptional gravity revealing the debtor's inability to fulfill his contractual mission) or fraud (intention to harm or deliberate fraud).
Any clause to the contrary shall be deemed unwritten in accordance with the mandatory provisions of the Civil Code.
ARTICLE 10 – FORCE MAJEURE
10.1 "Definition and Effects"
In accordance with Article 1218 of the Civil Code, neither Party shall be held liable for the non-performance of its obligations under this Agreement if such non-performance results from a Force Majeure event.
Force Majeure events suspend obligations (except confidentiality, unless performance becomes impossible) without liability.
A Force Majeure event is any event beyond the reasonable control of the Party concerned, unforeseeable at the time of the conclusion of the Agreement or, if foreseeable, unavoidable despite the implementation of all reasonable measures, and preventing the performance of its contractual obligations.
10.2 "Non-Exhaustive Examples"
Events of Force Majeure include, but are not limited to, those that meet the criteria set out in Article 10.1:
Natural disasters (earthquakes, floods, hurricanes, large-scale fires, epidemics or pandemics declared by the WHO);
Armed conflicts, acts of terrorism, riots, insurrections, civil wars, or military interventions;
Acts or omissions of public authorities (requisitions, embargoes, export or import bans, administrative closures, mandatory health restrictions);
General strikes, lockouts, or large-scale national social movements not attributable to the Party invoking Force Majeure;
Major failures of telecommunications or energy infrastructure at the national or international level, not attributable to the Party concerned;
Massive cyberattacks affecting critical infrastructure, provided that the Party concerned has implemented cybersecurity measures in accordance with industry standards.
10.3 "Notification and Suspension of Obligations"
The Party invoking a Force Majeure event must notify the other Party in writing as soon as possible and no later than seven (7) Business Days following the occurrence or becoming aware of the event, providing:
A detailed description of the nature of the Force Majeure event;
The affected contractual obligations and the foreseeable duration of the impediment;
The measures envisaged to limit the consequences of the event and resume the normal implementation of the Agreement.
From the date of the occurrence of the duly notified Force Majeure event, the performance of the affected obligations of the Party concerned is suspended for the entire duration of the event, without this suspension being able to engage its contractual liability or give rise to penalties, fines, or damages.
Obligations not affected by the Force Majeure event remain fully due and payable and must be performed normally by both Parties.
10.4 "Resumption of Execution"
Upon cessation of the Force Majeure event, the Party concerned must immediately notify the other Party and resume the performance of its contractual obligations as soon as reasonably possible.
10.5 "Termination due to Prolonged Force Majeure"
If the Force Majeure event continues continuously for a period exceeding ninety (90) calendar days, each Party has the right to terminate this Agreement automatically, with immediate effect, by written notice to the other Party, without compensation or penalty for either Party.
Termination due to Force Majeure does not affect the surviving confidentiality obligations set forth in Article 5.5, nor the right of each Party to obtain reimbursement of expenses reasonably incurred prior to the occurrence of the Force Majeure event.
10.6 "Non-Suspended Confidentiality Obligations"
Notwithstanding the provisions of this Article 10, the confidentiality obligations set out in Articles 2 and 3 shall never be suspended or affected by a Force Majeure event, unless such event makes the physical protection of Confidential Information materially impossible (for example, total destruction of media by natural disaster), in which case the Party concerned shall immediately notify the other Party and implement all possible mitigation measures.
ARTICLE 11 – MISCELLANEOUS PROVISIONS
11.1 "Severability (Divisibility)"
If one or more provisions of this Agreement are or become void, invalid, illegal, or unenforceable under any law, regulation, or final court decision, the validity, legality, and enforceability of the other provisions shall not be affected or altered in any way.
The Parties undertake to negotiate in good faith, within a reasonable time, the replacement of the void, invalid, illegal, or unenforceable stipulation with a valid and enforceable stipulation producing, as far as possible, economic and legal effects equivalent to those sought by the initial stipulation, in compliance with the contractual balance and the common intention of the Parties.
11.2 "Entire Agreement"
This Agreement, including its Preamble, its numbered Articles, and any Annexes, constitutes the entire agreement between the Parties concerning its subject matter, and cancels and replaces all prior agreements, negotiations, discussions, correspondence, proposals, undertakings, or representations, whether written or oral, relating to the same subject matter.
No Party may rely on any statements, promises, or commitments made prior to the conclusion of this Agreement if they are not expressly included in this document.
11.3 "Modifications and Amendments"
No modification, amendment, addition, or deletion of any provision of this Agreement shall be valid and binding on the Parties unless it is recorded in writing and signed by the duly authorized legal representatives of each of the Parties.
Electronic communications (emails, messages via secure platforms, or other) constitute valid modifications only if they originate from the legal representatives identified in this Agreement and include a clear and unambiguous statement of the intention to modify the Agreement.
11.4 "No Waiver"
The failure of a Party to demand, at any time, strict performance of an obligation by the other Party, or to tolerate such non-performance, shall not constitute a waiver of said obligation, and shall in no way affect the right of the Party concerned to subsequently demand strict performance of that obligation or any other obligation under this Agreement.
Any waiver of a right or obligation under this Agreement must be express, in writing, and signed by the waiving Party. A waiver of a specific obligation or breach does not constitute a waiver of any future or other obligations or breaches.
11.5 "Assignment and Transfer"
11.5 "1. Prohibition of Assignment by the Recipient"
The Recipient may not assign, transfer, delegate, or otherwise transmit to any third party, in whole or in part, free of charge or for consideration, its rights, obligations, or prerogatives arising from this Agreement, without the prior express written consent of the Supplier.
Any attempt to assign, transfer, or delegate in violation of this Article shall be null and void and unenforceable against the Supplier, without prejudice to the Supplier's right to seek immediate termination of the Agreement and damages.
11.5 "2. Assignment by the Supplier"
The Supplier may freely assign or transfer this Agreement, in whole or in part, to any affiliated entity (parent company, subsidiary, or sister company directly or indirectly controlled), or to any successor in the event of a merger, acquisition, sale of business, or restructuring, subject to prior written notice to the Recipient and to guarantee that the assignee will comply with all of the Supplier's obligations under this Agreement.
11.5 "3. Effect of the Authorized Assignment"
In the event of a valid assignment in accordance with this Article, the assignee shall be subrogated to all the rights and obligations of the assignor, and this Agreement shall bind the Parties and their respective successors or assigns.
11.6 "Independence of the Parties"
This Agreement does not create any corporate, joint venture, agency, commercial representation, subordination, or partnership relationship between the Parties. Each Party remains an independent contractor, responsible for its own actions, decisions, employees, and obligations.
Neither Party has the power or authority to bind the other Party, to contract on its behalf, or to create obligations on its behalf towards third parties, except with the express prior written authorization of said Party.
11.7 "Interpretation against the Editor (Exclusion)"
The Parties expressly agree to exclude the application of the principle of contra proferentem interpretation (interpreting an ambiguous clause against its drafter). This Agreement was negotiated and drafted jointly by the Parties, or at the very least, the Recipient had the opportunity to review it and seek its own legal advice before accepting it.
Consequently, no provision of this Agreement shall be interpreted against the Supplier solely on the grounds that it is presumed to be the drafter thereof.
11.8 "Titles and References"
The headings of Articles, sub-articles, and sections of this Agreement are inserted for convenience of reading and reference only, and do not in any way affect the interpretation, scope, or meaning of the provisions of this Agreement.
References to Articles, Sub-Articles, or Annexes refer to the Articles, Sub-Articles, or Annexes of this Agreement, unless expressly stated otherwise.
11.9 "Notifications"
All notifications, requests, consents, claims, or other communications required or permitted under this Agreement (hereinafter collectively referred to as "Notifications") must be made in writing and addressed to the following contact information:
For the Supplier:
Mad Middleman team: contact@madmiddleman.com or confidential@madmiddleman.com
For the Recipient:
To the contact details (postal address and email) provided by the Recipient when submitting the Contact Form, or as subsequently updated in accordance with this Article.
11.9 "1. Valid Notification Methods"
Notifications are deemed to have been validly made and received in the following cases:
(a) Hand Delivery: On the date of actual delivery against a signed receipt;
(b) Registered Mail with Acknowledgement of Receipt: On the date of first postal presentation shown on the acknowledgement of receipt, whether the letter is actually collected or not;
(c) Courier by Private Courier (DHL, FedEx, UPS, or equivalent): On the delivery date confirmed by the delivery receipt;
(d) Email: On the date the email is sent, provided that the sender receives an automatic electronic acknowledgement or read receipt, and that no delivery error (bounce) message is returned within twenty-four (24) hours of sending.
11.9 "2. Change of Coordinates"
Each Party undertakes to immediately notify the other Party of any change to its postal or email address. In the absence of notification of change, notifications sent to the most recently provided address will be deemed validly received.
11.10 "Language of the Agreement"
This Agreement is written in French. In the event of a translation of this Agreement into another language for convenience, the French version shall prevail in all circumstances for the interpretation and execution of the Agreement, in the event of any discrepancy or conflict between the versions.
11.11 "Registration Fees and Charges"
Each Party shall bear its own costs (lawyer's fees, consultant's fees, notary fees, or other) incurred in connection with the negotiation, preparation, and conclusion of this Agreement.
If this Agreement is to be registered with a tax or administrative authority (e.g., voluntary registration for enhanced enforceability), registration fees, taxes, and administrative costs shall be shared equally between the Parties, unless otherwise agreed in writing.
11.12 "Copies and Electronic Signature"
This Agreement may be signed in several copies, each constituting an original, and all the signed copies together forming a single legal instrument.
The Parties expressly agree that electronic signatures conforming to Regulation (EU) No 910/2014 of 23 July 2014 (eIDAS Regulation) and to the French law on confidence in the digital economy have the same probative value and the same legal validity as original handwritten signatures.
Acceptance of this Agreement via the checkbox inserted in the Contact Form, combined with the submission of said form with verifiable identification of the Recipient, constitutes a valid electronic signature enforceable against the Recipient.
11.13 "Validity Period of the Agreement in the Absence of a Physical Signature"
The Parties expressly acknowledge and agree that this Agreement takes full effect upon electronic acceptance by the Recipient via the Contact Form, without the need for a subsequent handwritten signature, unless the Supplier expressly requests a notarized or certified handwritten signature for reasons of enhanced legal security.
In the latter case, the Recipient undertakes to sign and return to the Supplier, within fifteen (15) Business Days of the request, a paper copy of this Agreement bearing its original handwritten signature. Failing this, the Supplier may unilaterally terminate the Agreement with immediate effect.
11.14 "NDA and Term Of Use complementarity"
This NDA complements the Terms of Use of the Site. In case of conflict concerning confidentiality, this NDA prevails as the Terms of Use are incorporated by reference.
ARTICLE 12 – ACCEPTANCE AND ENTRY INTO FORCE
12.1 "Acceptance Procedures"
The Recipient accepts the terms and conditions of this Non-Disclosure Agreement by checking the box provided for this purpose in the Contact Form accessible at the address madmiddleman.com/confidential-services and the Contact Form accessible at https://madmiddleman.com/pages/contact.html the address and by submitting said form.
The checkbox must be worded as follows or in substantially similar terms:
☐ I have read, understood, and agree to the terms and conditions of the Non-Disclosure Agreement governing access to Mad Middleman's Confidential Services. I expressly consent to my personal data being processed in accordance with the provisions of said Agreement and the GDPR.
12.2 "Mandatory Nature of Acceptance"
Acceptance of this Agreement is a mandatory, non-negotiable prerequisite for valid submission of the Contact Form and access to the Confidential Services. No request submitted without express acceptance of this Agreement will be processed or reviewed by the Provider.
12.3 "Proof of Acceptance"
The Recipient's acceptance of this Agreement is recorded and electronically time-stamped by the Contact Form management system. Acceptance data (date, time, IP address, Recipient identity, and content of the submitted form) is securely stored by the Provider for the duration of the Agreement and for a period of ten (10) years following its termination, for evidentiary and legal compliance purposes.
This data constitutes admissible proof of acceptance of this Agreement in the event of a dispute, in accordance with Article 1366 of the Civil Code and the eIDAS Regulation.
12.4 "Entry into Force"
This Agreement shall come into effect on the date and time of submission of the Contact Form by the Recipient with express acceptance of the terms of this Agreement (the “Effective Date”), as recorded by the Supplier’s computer system.
12.5 "EnforceabilityImmediate"
From the Effective Date, all provisions of this Agreement shall be fully and immediately enforceable against both Parties, and all Confidential Information exchanged thereafter (or prior to, by agreed retroactive effect) shall be covered by the confidentiality obligations set forth in Articles 2 and 3.