Non-Disclosure and Confidentiality Agreement

Between:

Nashaty Trading LLC CR 190168

AND

Registered Advisors

Contents

  • ARTICLE 1: DEFINITIONS
  • ARTICLE 2: DISCLOSURE OF CONFIDENTIAL INFORMATION
  • ARTICLE 3: OBLIGATIONS OF THE RECEIVING PARTY
  • ARTICLE 4: REMEDIES
  • ARTICLE 5: INDEMNIFICATION
  • ARTICLE 6: NON-COMPETITION AND NON-CIRCUMVENTION
  • ARTICLE 7: RETURN OF CONFIDENTIAL INFORMATION
  • ARTICLE 8: NOTICES
  • ARTICLE 9: ENTIRE AGREEMENT
  • ARTICLE 10: ASSIGNMENT
  • ARTICLE 11: AMENDMENT
  • ARTICLE 12: CONFIDENTIALITY
  • ARTICLE 13: SEVERABILITY
  • ARTICLE 14: INTELLECTUAL PROPERTY
  • ARTICLE 15: PARTNERSHIP
  • ARTICLE 16: WAIVER
  • ARTICLE 17: GOVERNING LAW & DISPUTE RESOLUTION

Agreement Background

WHEREAS the Disclosing Party is a company owning a proprietary software (hereinafter referred to as the "Online Application") as service-based booking application for after school activities/competitions/ classes/events connecting users with service providers including other related features.

WHEREAS the Disclosing Party will appoint the Receiving Party as a volunteer advisor to undertake specific tasks with the online application voluntarily. During the course of the Online Application in the course of the development of the Online Application, (including prior to any development during initial discussions and showcasing prototypes) the Receiving Party will receive or obtain Confidential Information (defined hereinafter) from the Disclosing Party.

WHEREAS the Parties have entered into this Agreement for the purpose of preventing any unauthorized disclosure or usage of the Confidential Information and the ideas shared in any form by the Disclosing Party to the Receiving Party.

NOW, THEREFORE, in consideration of the mutual promises and covenants of the Parties contained herein and other good and valuable consideration, the Parties, intending to be legally bound, do hereby agree as follows:

ARTICLE 1: DEFINITIONS

In this Agreement and unless otherwise defined herein, the following terms shall have the meanings set out below:

a. Confidential Information

The term "Confidential Information" means any and all tangible and intangible information and ideas relating to the Online Application disclosed by the Disclosing Party either directly or indirectly to the Receiving Party in oral, written, graphic, recorded, photographic, any machine-readable or in any other medium or form including without limitation, any and all documents, business ideas, discoveries, business plans, trade secrets, know-how, techniques, methodologies, research and studies, reports, records, strategic assessment, market survey, market strategies, financial information and other business information or any other information concerning the Online Application.

  • Notwithstanding the foregoing, Confidential Information shall not include any such information which:
  • (i) is generally known to the public through no fault of, or violation of this Agreement, by the Receiving Party;
  • (ii) was lawfully possessed by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party;
  • (iii) becomes rightfully known to the Receiving Party from a third party source, not under an obligation to the Disclosing Party to maintain confidentiality;
  • (iv) is required to be disclosed in a judicial or administrative proceeding or is otherwise requested or required to be disclosed by law or regulation.

b. Representatives

The word "Representatives" means the directors, officers, employees, agents, representatives, sub-contractors, legal counsel, or any other entity.

c. Effective Date

This Agreement shall be deemed effective as of the date first above written.

ARTICLE 2: DISCLOSURE OF CONFIDENTIAL INFORMATION

  • During the development of the Online Application (including prior development which might include but not limited to discussing the development plan, designs and quotation) the Disclosing Party may disclose Confidential Information to the Receiving Party and the Receiving Party shall always hold and maintain the same in strict confidence.
  • The obligations under this Agreement shall continue perpetually and the Receiving Party's duty to hold in confidence the Confidential Information that was disclosed during the course of the development of the Online Application shall remain in effect for an indefinite period (including any information received during any initial discussions of the Online Application ideas).
  • The Confidential Information is provided "as is" and the Disclosing Party disclaims any implied warranties related to any Confidential Information disclosed hereunder.

ARTICLE 3: OBLIGATIONS OF THE RECEIVING PARTY

  • The Receiving Party shall share the Confidential Information to their Representatives only on a 'need to know' basis. The Receiving Party shall advise its Representatives regarding the proprietary nature of the Confidential Information and the obligations set forth in this Agreement that requires such Representatives to be bound by written confidentiality restrictions no less stringent than those contained herein and implement all necessary measures to prevent disclosure of Confidential Information by its Representatives.
  • Prior to giving access to the Confidential Information, the Receiving Party shall notify in writing the identity of the Representatives to whom the Confidential Information is going to be disclosed and shall ensure the protection of such Confidential Information using reasonable measures to maintain its confidentiality.
  • The Receiving Party shall at all times remain liable for any actions of the Representatives that would constitute a confidentiality breach and the Receiving Party shall assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under this Agreement.
  • The Receiving Party shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The Receiving Party shall not make any copies or reproduce in any form any Confidential Information except for the permitted purpose in accordance with this Agreement.
  • The Receiving Party hereby agrees to use the Confidential Information solely in connection with the development of the Online Application and not for any purpose other than as authorized by this Agreement. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder.
  • The title to the Confidential Information shall remain solely with the Disclosing Party and all use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Subject to the rights of any third party, all intellectual property rights related to the Confidential Information disclosed under this Agreement shall be and shall remain the property of the Disclosing Party.
  • Notwithstanding the above Effective Date, the Receiving Party hereby agrees and acknowledges that the obligation to maintain the Confidential Information in strict confidence as per this Agreement shall also extend to such Confidential Information disclosed before the Effective Date of this Agreement.

ARTICLE 4: REMEDIES

The Receiving Party hereby acknowledges that:

  • (i) the Confidential Information to be disclosed hereunder is of a unique and valuable nature and disclosure of the Confidential Information can cause considerable commercial and financial detriment to the Disclosing Party, and due to the unique nature there can be no adequate remedy at law for any breach of its obligations hereunder;
  • (ii) any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party;
  • (iii) upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, attorneys' fees, in connection with any breach or enforcement of the Receiving Party's obligations hereunder or the unauthorized use or release of any such Confidential Information.

Additional Obligations

Upon discovery or suspicion of disclosure or unauthorized use of the Confidential Information of the Disclosing Party, the Receiving Party shall immediately notify the Disclosing Party regarding such incidents and shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.

Cost Bearing

The Receiving Party hereby agrees to bear all its costs and expenses incurred for the performance of its obligations under this Agreement and shall not have any right to any reimbursement of costs, expenses whatsoever incurred or payment of compensation in connection with this Agreement.

ARTICLE 5: INDEMNIFICATION

The Receiving Party hereby agrees to fully indemnify the Disclosing Party in respect of any claim, liability, loss, damage, costs, and expenses incurred directly or indirectly by the Disclosing Party due to:

  • (i) breach of any terms of this Agreement by the Receiving Party; or
  • (ii) failure from the part of the Receiving Party to hold the Confidential Information of the Disclosing Party in confidence.

ARTICLE 6: NON-COMPETITION AND NON-CIRCUMVENTION

  • The Receiving Party hereby agrees not to use any Confidential Information obtained from the Disclosing Party to compete in any way directly or indirectly with the business of the Disclosing Party.
  • The Receiving Party shall not directly or indirectly interfere with, circumvent, or attempt to circumvent, avoid, by-pass, or obviate the interest of the Disclosing Party's business provided in the disclosures contemplated hereby that constitute Confidential Information of the Disclosing Party.

ARTICLE 7: RETURN OF CONFIDENTIAL INFORMATION

Upon successful completion of the development of the Online Application, the Receiving Party shall promptly, use commercially reasonable measures to destroy or return all Confidential Information to the Disclosing Party, and the Receiving Party shall not for any reason retain or use such Confidential Information, or any copies thereof for any other purposes.

ARTICLE 8: NOTICES

All notices under this Agreement shall be given in writing or by written telecommunications via registered mail, fax, or electronic mail to the addresses set forth above. All notices required to be given by one Party to the other Party and all other communications, documentation, and proceedings which are in any way relevant to this Agreement shall be in writing and in the English language.

ARTICLE 9: ENTIRE AGREEMENT

This Agreement sets forth and shall constitute the entire agreement between both the Parties hereto with respect to the subject matter hereof and shall supersede any and all promises, representations, warranties, or other statements whether written or oral made by or on behalf of one Party to the other of any nature whatsoever.

ARTICLE 10: ASSIGNMENT

The Receiving Party shall not assign its rights or obligations under this Agreement to a third party without the prior written consent of the Disclosing Party. Any disposition repugnant to this provision shall be null and void.

ARTICLE 11: AMENDMENT

This Agreement may not be released, discharged, supplemented, amended, varied, or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the Parties hereto.

ARTICLE 12: CONFIDENTIALITY

The execution, existence and performance of this Agreement shall be kept confidential by the Parties hereto and shall not be disclosed by any Party without the prior written consent of the other Party.

ARTICLE 13: SEVERABILITY

Each of the provisions of this Agreement is severable and distinct from the others and if at any time one or more of such provisions are or becomes invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

ARTICLE 14: INTELLECTUAL PROPERTY

  • Transmission by the Disclosing Party of Confidential Information under this Agreement shall not be construed as expressly or impliedly granting the Receiving Party any intellectual property right, (under any license or any other means) in respect of any drawings and models, designs, patents, software, inventions, know-how, trade-marks, copyrights or database rights or ideas in relation to such Confidential Information, nor as a disclosure under patent law.
  • For the avoidance of doubt, any and all inventions (whether patentable or not, designs, ideas, improvements and original works and copyright) which are embodied in the Confidential Information disclosed by the Disclosing Party to the Receiving Party pursuant to this Agreement shall, subject to the provisions of any other agreement between the Parties to the contrary, belong to and remain the absolute property of the Disclosing Party or of any relevant third party where appropriate.

ARTICLE 15: PARTNERSHIP

This Agreement is intended to facilitate only the exchange of Confidential Information and is not intended to be, and shall not be construed to create a teaming agreement, joint venture association, partnership, or other business organisation or agency arrangement and no Party shall have the authority to bind the others without the separate prior written agreement thereof. No Party hereto has an obligation to supply information hereunder and no Party has an obligation hereunder to enter into any contract with the other Party.

ARTICLE 16: WAIVER

The failure of the Disclosing Party to insist upon the strict performance by the Receiving Party of any conditions and provisions of this Agreement shall not be deemed to be a waiver of such condition and provision or a waiver of the right of the Disclosing Party to require future compliance therewith. No waiver of any conditions and provisions shall be deemed to have been made unless expressed in writing and signed by the Parties.

ARTICLE 17: GOVERNING LAW & DISPUTE RESOLUTION

  • This Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Qatar.
  • Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in relation to this Agreement (including its interpretation) between the Parties shall be attempted to be resolved amicably.
  • Failing such amicable settlement, the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a sole arbitrator appointed jointly by the Parties in accordance with the said Rules.
  • The language of the arbitration shall be English, and the seat of arbitration shall be Doha, Qatar.