Outsystems NDA — TermScout contract intelligence report

Outsystems Mutual Nondisclosure Agreement Review & Rating

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Bottom 2% contract ranking
Contract
Ranking
Bottom 2%
Ranking

The vendor's agreements were benchmarked against thousands of unsigned ndas and are in the bottom 2% for customer favorability.

0
Deal Breakers

40% customer favorability, based on 750 plus contract signals powered by Certify.

60%
Balanced Favoring Vendor

Indicates balanced, low-risk terms favorable to the customer.

Verified

Bottom 2% Non-Disclosure Agreement contract. No structural blockers. Procurement-ready.

Risk Summary

A concise snapshot of key risks, their impact, and priority concerns.

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Topic
Rating
Details
Restrictions & Controls
60% Balanced Favoring Customer

Discloser's Assignment Rights

Discloser's assignments

  • Discloser is not allowed to assign in the event of a merger or acquisition.
  • Discloser is not allowed to assign in the event of a corporate reorganization

Consent requirements

  • There are consent requirements restricting Discloser's ability to assign the contract
  • Consent requirements apply to Discloser's assignment rights in the event of a merger or acquisition
  • Consent requirements apply to Discloser's assignment rights in the event of a corporate reorganization

Subprocessor notice

  • There are no notice requirements restricting Discloser's ability to assign the contract

Discloser's assignment rights

  • There are no restrictions or conditions on Discloser's right to assign to a competitor of Receiver

Receiver's Assignment Rights

Receiver's assignments

  • Receiver is not allowed to assign in the event of a merger or acquisition
  • Receiver is not allowed to assign in the event of a corporate reorganization

Consent requirements

  • There are consent requirements restricting Receiver's ability to assign the contract
  • Consent requirements apply to Receiver's assignment rights in the event of a merger or acquisition
  • Consent requirements apply to Receiver's assignment rights in the event of a corporate reorganization

Subprocessor notice

  • There are no notice requirements restricting Receiver's ability to assign the contract

Receiver's assignment rights

  • There are no restrictions or conditions on Receiver's right to assign to a competitor of Discloser

Summary

Summary

  • Restrictive covenants are not addressed in the contract
Term & Duration of Obligations
70% Vendor Favorable

Return or Destruction Obligations

Return or destruction obligations

  • Confidential information must be returned or destroyed upon request
  • The contract does not prohibit the retention of confidential information in AI systems beyond the term.
  • The contract does not require deletion or suppression of confidential information from models after termination.
  • The contract does not acknowledge technical limitations around model unlearning.
  • The contract does not define remedies if confidential information is embedded in outputs.
  • The contract does not weaken deletion obligations for AI-processed data.

Retention

  • A copy of the confidential information may be retained
  • Confidential information may be retained as required by law or regulatory authority
  • Confidential information may be retained in electronically stored backups/archives
  • Confidential information may be retained in compliance with audit or document retention policies (or similar)

Summary

Term

  • The term of the contract is > 2 up to 3 years

Protection period

  • The non-disclosure obligation is indefinite
  • There is an exception to the end of the non-disclosure obligation for trade secrets
  • The contract applies to confidential information shared prior to execution
  • Termination rights are not addressed in the contract
  • The non-disclosure obligation ends > 2 up to 3 years from the date of execution
Use & Disclosure Restrictions
50% Balanced

Confidentiality Obligations

Discloser's confidential information

  • Receiver explicitly commits to only disclose Discloser's confidential information as necessary for the permitted purpose (or similar)
  • Receiver explicitly commits to only use Discloser's confidential information as necessary for the permitted purpose

Protection of confidential information

  • Receiver commits to limiting access to only those who are under a legal/contractual obligation to protect confidential information
  • Receiver can share confidential information with third parties
  • Receiver can share confidential information with its agents and/or advisors (or similar)
  • Third party recipients are required to specifically agree to the terms at least as restrictive as those in the contract
  • The contract requires Receiver to assume responsibility for breach by a permitted recipient
  • The purpose of the contract is established
  • A standard of care is defined for the protection of confidential information
  • The standard of care for the protection of confidential information includes reasonable care
  • The standard of care for the protection of confidential information includes the same degree of care Receiver uses for their own confidential information

Residuals clause

  • There is no residuals clause

Data breach notification policy

  • Receiver does not commit to notifying Discloser in the event of a security incident

Reverse engineering

  • Confidential information may not be copied or reverse engineered

Permitted use

  • The NDA does not explicitly prohibit use of confidential information for AI training or fine-tuning
  • AI training is allowed by default, unless expressly restricted
  • The NDA does not distinguish between human review and AI processing of confidential information
  • Silence by default does not allow AI use of confidential information
  • The NDA does not allow use of confidential information to improve the recipient’s models

General Provisions / Silent Defaults

  • Confidentiality obligations are not weaker when AI is involved

Intellectual Property

Assignment of IP

  • Discloser does not assign any IP to Receiver

Licenses to IP

  • Receiver does not receive a license to Discloser's confidential information beyond what is necessary for the purpose
Remedies & Liability
50% Balanced

Indemnification

Summary

  • Indemnification is not addressed in the contract

Limitation of Liability

Summary

  • Limitation of liability is not addressed in the contract

Warranties

Warranties offered

  • Neither party makes any representations or warranties

Defined remedies

  • Remedies for AI misuse are not equivalent to remedies for human misuse
  • The NDA does not limit liability for AI-related confidentiality failures
  • It does not cap damages differently for AI incidents
  • Injunctive relief rights are not preserved for AI-related misuse
  • The NDA does not shift risk to the disclosing party through “as-is” language
Definition & Scope of Confidential Information
60% Balanced Favoring Vendor

Definition and Ownership

Definition

  • What constitutes confidential information is defined
  • The definition of confidential information includes trade secrets
  • The definition of confidential information includes source code
  • There are specific requirements related to the protection of the regulated data, Personal Identifiable Information (PII), and/or Personal Health Information
  • The contract includes a "reasonable person" standard
  • There are no marking requirements for confidential information
  • Synthetic data derived from confidential information is not treated as confidential
  • The NDA does not include clear definitions of either “derived,” “synthetic,” or “inferred” as they apply in an AI context.
  • The NDA does not include provisions stating that AI-generated outputs that contain confidential information are covered under the agreement.
  • The contract does not exclude derivative insights from confidentiality protections

Ownership

  • Discloser fully retains ownership of their confidential information

Summary

Mutuality

  • All commitments concerning confidential information are mutual
  • The contract is fully mutual
Exclusions & Exceptions
50% Balanced

Exclusions to Confidentiality Obligations

Non-disclosure exclusions

  • Information known to the public is excluded from the Receiver's non-disclosure obligations
  • Information previously known to the Receiver is excluded from Receiver's non-disclosure obligations
  • Information independently developed by the Receiver is excluded from Receiver's non-disclosure obligations
  • Information disclosed to the Receiver from some other party that has no duty of confidentiality to the Discloser is excluded from the Receiver's non-disclosure obligations
  • Information disclosed as required by applicable law, a court order, governmental agency, regulatory authority, subpoena, or discovery request is excluded from the Receiver's non-disclosure obligations
  • The receiving party does not have to disclose whether AI tools process confidential information
  • The receiving party must not identify the categories of AI tools used
  • The contract does not require disclosure of third-party AI service providers
  • The contract does not require notice before introducing new AI tools into the workflow
  • The contract does not require updates if AI usage changes materially

Access the complete methodology and detailed breakdown by downloading the full report for in depth insights

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Scans and converts legal text into structured data.

2

Objective Scoring

Clauses benchmarked against market data.

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4

Benchmarking

Compares your contract to market standards.

5

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Contract validated after meeting risk and score thresholds.

Based on 750 plus contract signals benchmarked against market data.

Certified Contract Reports, Explained

Verified™ contract reviews are reviews of contracts that have been carefully checked by contract experts. This review is designed to help users understand the rights and obligations associated with the Outsystems Mutual Nondisclosure Agreement ("MNDA") for Outsystems. We looked at the issues found in 'Term Sheets' and did not look for any other issues.

For more information on TermScout's contract review process, visit our methodology page.

Not all confidentiality risks are created equal. Even if an NDA includes only a single provision that materially increases risk for either party, the agreement may not merit certification. TermScout evaluates mutual NDAs against objective standards designed to ensure that the agreement imposes fair, reciprocal, and commercially reasonable confidentiality obligations on both parties. Accordingly, TermScout will not certify a mutual NDA if it contains any provision that fails to meet the following standards. Any NDA that includes the opposite of one of these standards will be treated as containing a Deal Breaker:

Residuals clauses allow one party to retain and use information remembered from disclosures, even if that information is confidential. This creates a significant risk that sensitive information could be used without restriction, undermining the entire purpose of the NDA.

When an NDA imposes stronger obligations on one party than the other, it creates an imbalance of risk. Mutual NDAs are intended to protect each party equally, and one-sided obligations expose a party to greater confidentiality, use, or enforcement risk than the counterparty.

Marking requirements can lead to accidental loss of confidentiality protection simply because a party forgets to label a document correctly. Most businesses expect confidentiality protections to apply automatically, and marking requirements place an unreasonable administrative burden on both sides.

Non-solicitation clauses can significantly restrict a company's ability to hire talent or engage with counterparties. These provisions introduce complex compliance challenges that go beyond the purpose of an NDA, which is simply to protect shared confidential information.

Indemnification provisions shift financial and legal risk in ways that are inappropriate for a standalone NDA. Because NDAs should focus narrowly on confidentiality, adding indemnification exposes a party to potentially substantial liability unrelated to misuse of information.

The goal of TermScout's reports is to provide users with the data necessary to make an informed decision about whether they can accept the terms. The data provided in TermScout's reports includes:

  • Term Sheet: A full report of the key rights and obligations contained in the agreement.
  • Overall Ratings: TermScout's overall impression of the favorability of the contract vis a vis the parties. These ratings are algorithmic approximations of favorability that are based on market data and the subject views of contract experts with experience in the specific type of contract.
  • Rare Clause Radar: TermScout identifies and surfaces a list of the most rare and material clauses that favor your counterparty.
  • Playbooks: Playbooks are a way of programming into TermScout's software a specific set of acceptance criteria for a contract type. All accounts have access to sample Playbooks for select templates, and Pro accounts have the ability to build custom Playbooks.
  • Market Data: Any right or obligation in a contract can be compared to market data for similar contract types, including data from TermScout's Contract Market Database™ of thousands of public contracts and anonymized and aggregated data from hundreds of negotiated contracts.

Please note that this report focuses on the identification of terms from the contract documents listed under 'Scope of Review' and compares them against a defined set of criteria. Certain services may be subject to additional terms not available to TermScout, such as purchase orders and other deal-specific documents. You should always review the terms associated with the specific service you are using and know that TermScout's ratings generally do not cover (a) services purchased through a reseller, (b) offline variants of any of the Agreements, (c) service-specific terms that override any of the terms discussed here, or (d) free services. You also should consult your legal counsel if you have any questions about the meaning, significance or assessment of any agreement or provision.

TermScout prepared this report with an average use-case customer in mind and operated under the assumptions listed below (the "Key Assumptions"). To the extent that provisions in a contract vary based on specific circumstances that differ from the Key Assumptions, TermScout ignores those variations. Additional contract-level assumptions, if any, are disclosed in 'Notes to Customer'.

Key Assumptions

  1. Customer is an average "end user" of the service (i.e. not a partner, distributor, or developer).
  2. Customer is not a government entity.
  3. Customer is a US-based company and is using the service in the US.
  4. Customer is a paying user (i.e. not a user of free services).
  5. Customer is not using beta services.
  6. Unless otherwise noted, service-specific terms that may override or supersede the terms of the Agreement are not reviewed by TermScout.

We reviewed the MNDA for Outsystems and any documents specifically listed under 'Scope of Review'. For purposes of this report, "Receiver" means the party contracting with Outsystems and "Discloser" means Outsystems.

References herein to the "Agreement" are to the following documents:

  • The Primary Document: Outsystems Mutual Nondisclosure Agreement ("MNDA")

TermScout did not review any documents other than those listed above. If other documents form part of this Agreement, the answers provided by TermScout may be incomplete or incorrect. TermScout's accuracy commitments only cover documents specifically identified in this section.

No additional notes to customer for this report.

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Frequently Asked Questions

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Legal teams often escalate NDAs containing residuals provisions because they can weaken practical confidentiality protections even when the agreement appears mutual on its face. Buyers become concerned when vendors reserve broad rights to retain ideas, concepts, workflows, or business insights learned during discussions without meaningful safeguards. The issue becomes more sensitive in software, AI, product strategy, and technical diligence conversations where operational knowledge itself may carry significant competitive value.

Enterprise buyers frequently challenge residuals clauses that permit unrestricted internal use of retained information without limiting commercial exploitation, competitive application, or downstream disclosure. Additional scrutiny is common when the provision applies broadly to technical, product, operational, or strategic information discussed during evaluations. Market-aligned NDA structures generally narrow residual use, preserve core confidentiality obligations, and avoid creating implied rights over customer intellectual property or business processes.

Buyers typically assess whether the residuals framework could create long-term governance problems around product development, competitive positioning, or future intellectual-property disputes. Concern increases when employees exposed to confidential information may later work on overlapping technologies, workflows, or strategic initiatives without clear internal restrictions. Enterprise legal teams increasingly evaluate residuals clauses as operational-risk allocation mechanisms rather than narrow drafting details inside standard NDA language.

Enterprise buyers often interpret aggressive residuals language as a signal that the vendor expects broad flexibility to reuse information learned during commercial or technical discussions. Agreements that tightly define residual rights and preserve meaningful confidentiality protections generally create more trust during evaluation. In contrast, heavily vendor-favorable residuals structures may suggest governance immaturity or an elevated likelihood of future disputes involving confidential information, product strategy, or derivative business insights.

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