Clause One:
According to commonly accepted practices for handling “confidential” information, all information shared and discussed between the First Party and the Second Party (in whole or in part) remains confidential. Both parties commit to maintaining this confidentiality. This applies to information obtained by the Second Party with the intention of cooperation and the potential to enter into a business relationship, such as a partnership or other options discussed after electronically signing this agreement, whether in person, remotely, through intermediaries, in writing, orally, visually, or in any electronic form. This includes but is not limited to, prototypes, future or proposed service data, knowledge, actual or expected research, development, services, operations, concepts, ideas, designs, customer lists, markets, sales, marketing plans, copyrights, charts, computer programs, studies, ongoing business operations, confidential banking information, future business operations, pricing, strategies, financial data, future business plans, and any other unregistered information with commercial or financial value disclosed by the First Party to the Second Party.
Clause Two:
All types of data and information exchanged between the parties, as defined above, are considered private and fall under the category of “highly confidential.” They will be treated as such. It is not permitted to share this information outside the signatories of this agreement or for purposes other than those intended, considering the data and information are highly confidential and sensitive in all technical, financial, and administrative aspects.
Clause Three:
Both parties commit to maintaining the continuity of this agreement and adhering to its purpose. They vow to keep all exchanged information strictly confidential, exclusively for the benefit of the party authorized to disclose it.
Clause Four:
Both parties agree not to use the confidential information exchanged between them for any purpose that contradicts the goals and terms of this agreement without written consent from the other party or obtaining a license for it.
Clause Five:
Both parties commit to taking all reasonable precautionary measures to protect the confidentiality of the information and to store it in a secure place. This ensures that the confidential information and data are not disclosed to any other party, including employees, unless with written consent from the other party and to the necessary and reasonable extent for the proper conduct of work.
Clause Six:
If this agreement is terminated at any time at the request of either party, both parties commit to continuing to maintain the confidentiality of the information and data and not disclosing them. They also agree not to compete with each other during the term of this agreement. If no agreement or consensus is reached on any proposal, idea, vision, direction, or project, the Second Party commits to returning all documents and papers (paper or electronic) related to the proposal (if in their possession) to the First Party.
Clause Seven:
If the Second Party breaches the terms of this agreement or discloses confidential information, they bear full responsibility for compensating any damages that may occur to the First Party, if such disclosure is officially and documentarily proven in accordance with the regulations and rulings of the competent authorities and legal references, such as intellectual property rights and the like.
Clause Eight:
In the event of any dispute arising from this agreement, both parties will seek to resolve it amicably, based on the principles of good faith, mutual trust, and justice. If a satisfactory resolution cannot be reached, the matter will be referred to arbitration by three arbitrators. Each party selects one arbitrator, and the third is chosen from the arbitrators selected by both parties. The arbitration decision is binding for both parties.
Clause Nine:
I pledge not to disclose, share, transfer, or retain for others or myself any titles, ideas, directions, projects, or anything presented by the First Party during or after the negotiation period, even if no agreement is reached between the parties. All presented matters remain the exclusive right of the First Party.
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