Data Room NDA

This Data Room NDA is an additional, job-specific confidentiality confirmation tied to a specific Buyer, a specific Vendor, and a specific job. It is layered on top of the standing platform non-disclosure agreement that every Vendor accepts at registration (see the Vendor Registration Agreement).

The standing NDA establishes the baseline. The Data Room NDA records that, for this exact job, the Vendor has affirmatively accepted the confidentiality terms before opening any file. It exists to create an unambiguous, job-level audit trail that can be invoked in a dispute.

This NDA is presented to the Vendor when, and only when, the following two events have occurred for the job in question:

1. The Buyer has affirmatively accepted the Vendor's anonymous preliminary quote.
2. The Buyer has paid the 10% engagement fee through Stripe and the payment has cleared.

No drawings, DXF, DWG, STEP, IGES, native CAD, BOMs, specifications, or other technical files in the Data Room may be opened, downloaded, or rendered until the Vendor has executed this NDA for that specific job.

The Data Room access flow proceeds in this order, enforced by the Platform:

1. Buyer uploads files. The Buyer uploads job-specific drawings, specifications, and supporting documents into the Data Room for the accepted job.
2. Buyer grants access. The Buyer grants the selected Vendor access to the Data Room and to specific files within it.
3. Vendor executes this NDA. The Vendor is presented with this Data Room NDA and must execute it (electronic acceptance) before any file is rendered.
4. View-only by default. Once executed, files are viewable in the Data Room's secure renderer. Download, print, and export require the Buyer's explicit per-file permission.

Every Data Room event is logged automatically and permanently, including:

• NDA presentation timestamp, acceptance timestamp, IP address, user identity, and the exact NDA version accepted.
• Every access event for every file: timestamp, user identity, IP address, file name, file version, and action (view, download attempt, print attempt, export).
• Permission changes by the Buyer (granting, revoking, expanding download rights).
• Data Room closure events at job completion.

These logs are stored permanently, linked to the job, and are accessible to the Buyer, the Vendor party to the job, and Fabmaster operators investigating a dispute or enforcing the off-platform prohibition.

The Vendor may use Confidential Information disclosed through the Data Room solely to evaluate and, if engaged, fulfill the specific job to which it relates. The Vendor may not use it for any other job, for any other customer, for internal product development, for marketing, or for training third-party systems.

Access may be extended only to personnel of the Vendor with a strict need to know and who are themselves bound by equivalent confidentiality obligations. The Vendor is responsible for any unauthorized access enabled by its personnel or systems.

The Vendor's confidentiality obligations under this Data Room NDA survive the completion, cancellation, or non-award of the job, the closure of the Data Room, and the termination of the Vendor's Fabmaster membership, and remain in effect for five (5) years from the date of disclosure of the relevant Confidential Information.

Upon job completion, cancellation, or upon request by the Buyer, the Vendor will promptly delete or, where legally retained, securely archive all copies of Confidential Information in its possession or control, and certify the deletion in writing on request.

The Vendor acknowledges that any breach of this Data Room NDA may cause irreparable harm to the Buyer for which monetary damages would be inadequate. The Buyer is entitled to seek injunctive and equitable relief in any court of competent jurisdiction in addition to any other remedies at law.

Fabmaster may, at its discretion and based on the audit log evidence, immediately suspend or terminate any Vendor found in breach, void all Platform protections for the affected jobs, share evidence of the breach with the affected Buyer to support enforcement, and remove the Verified or Premium Certified badge.