كن مبدعاتسجيل الدخولالاشتراك
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سياسة الخصوصية•شروط الخدمة
كن مبدعاتسجيل الدخولالاشتراك

Non-Disclosure Agreement

This NON-DISCLOSURE AGREEMENT (the Agreement) is date is entered into by and between:

Parties
  1. Stllr Network, Inc., a Delaware corporation company incorporated and registered under the State of Delaware, with file number 6129414 whose registered office is at 651 N Broad St, Middletown, DE 19709, represented by its Chief Executive Officer (CEO) Nouran Shawkat (Party A, the Disclosing Party)
  2. An individual represented by the email and phone number assigned to the account. (Party B, the Recipient).
Party A and Party B are referred to, individually, as a Party and together as the Parties.
BACKGROUND:
  1. The Parties have an interest in participating in discussions wherein either Party may share information with the other that the disclosing Party considers to be proprietary and confidential to itself ("Confidential Information");
  2. The Disclosing Party will make available to the Recipient confidential information as further described below.
  3. The Parties agree that Confidential Information of a Party may include, but not be limited to, that Party's: (i) business plans, methods, and practices; (ii) personnel, customers, and suppliers; (iii) inventions, processes, methods, products, patent applications, and other proprietary rights; or (iv) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;
THEREFORE, the Parties agree as follows:
  1. CONFIDENTIAL INFORMATION
    1. In connection with the Project, it may be necessary and/or desirable for the Disclosing Party to provide the Recipient with, or allow access to, proprietary, technical, or business data, and/or other confidential information of the Disclosing Party and/or any of its clients (collectively the Confidential Information). Therefore, the Recipient, individually and on behalf of those they represent, shall be under an obligation of confidentiality. The Disclosing Party believe, and the Recipient hereby agrees, that the Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Disclosing Party’s willingness to engage the Recipient. The Recipient shall not use any advantages derivable from such information in its own business or affairs, whether during or after the termination of this Agreement, unless the same is done pursuant to a new agreement with all other signatories to this Agreement. The Recipient shall be held responsible and liable in case of a breach of any provisions of this Agreement both in their professional and personal capacity.
    2. Confidential Information shall include, and shall be deemed to include, all information conveyed by the Disclosing Party to the Recipient orally, in writing, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal.
    3. Confidential Information may include, by way of example but without limitation, any (i) marketing strategies, power point or keynote presentations, ideas, plans, financial information, or projections, operations, clients’ names, client information and contact information, sales estimates, business plans and performance results relating to the past, present or future business activities, (ii) plans for products or services, and stakeholder lists, (iii) any scientific or technical information, invention, know-how, improvement, technology or method, (iv) any designs, book manuscript, unwritten storyline, character stories, story setup, concepts, reports, data, copyrights, works-in-progress, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information, Intellectual Property and trade secrets and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party or any of its clients. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate.
    4. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party ("Recipient") shall, for a period of 3 years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care.
    5. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.
    6. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.
    7. The terms of this Agreement shall not be construed to limit either Party's right to develop independently or acquire products without use of the other Party's Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems, or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.
    8. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:
      1. Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party;
      2. Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents;
      3. Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder;
      4. Is approved for release (and only to the extent so approved) by the disclosing Party; or
      5. Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
  2. OBLIGATION OF CONFIDENTIALITY
    3. Upon receipt of any Confidential Information:
    1. The Recipient shall not disclose or communicate Confidential Information to any third party without the prior written consent of the Disclosing Party.
    2. The Recipient shall protect the Confidential Information from any disclosure using at least the same minimal level of security that the Recipient uses for its most crucial proprietary and trade secret information.
    3. The Recipient shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information.
    4. The Recipient shall not imitate or duplicate any of the Confidential Information for a personal interest.
    5. The Recipient agrees that any and all persons working with/for it, successors, representatives, agents, heirs and assigns shall be bound by this Agreement.
  3. OBLIGATION OF NON-COMPETITION
    4. The non-competition provisions of this Agreement are an essential and material part of the entire Agreement, by which the Recipient agrees it shall not use any advantages derivable from such Confidential Information in its own business or affairs, whether during or after the termination of this Agreement.
  4. INDEMNIFICATION
    5. The Recipient agrees to indemnify and hold the Disclosing Party harmless from any damages, losses, costs, or liabilities (including legal fees and reasonable attorney’s fees) arising out of or resulting from any unauthorized use or disclosure by the Recipient or its employees, representatives, advisors, contractually bound third parties or affiliates of the Confidential Information or other violation of this Agreement.
  5. MISCELLANEOUS
    1. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture or other similar relationship between the Parties.
    2. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.
    3. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.
    4. For the purpose of this Agreement, the terms "agents or employees" shall include the directors, officers and employees of any of the Parties and, in relation to the Recipient, any corporation, partnership, association, business trust, contractual organization, group, or other entity to which the Recipient is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. This Agreement shall inure to the benefit of each of the Parties and shall be enforceable by each Party and its respective successors and permitted assigns. The Recipient shall not assign its rights and obligations under this Agreement without the prior written consent of Disclosing Party, and any attempted assignment without prior such written consent shall be null and void.
    5. Any and all additions, modifications, and waivers of this Agreement shall be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter.
    6. If any Party hereto incurs any legal fees, whether or not action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing Parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which they may be entitled.
    7. By their signatures below, the Parties acknowledge that: (i) they have had sufficient opportunity to, and have, carefully read and understand each provision of this Agreement, (ii) they are not under any duress, (iii) they are not relying upon any representations or promises that are not set forth in this Agreement, and (iv) they are freely and voluntarily signing this Agreement and intend to be bound by it as a solemn contractual undertaking.
  6. MISCELLANEOUS
    7. This Agreement shall remain in effect for a period of 3 years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.
  7. GOVERNING LAW AND JURISDICTION
    1. This Agreement shall be governed by the laws of the state of Delaware.
    2. The Parties agree that, should any dispute arise out of, in connection with, or relating to this Agreement, such dispute will be submitted to the arbitration of the American Arbitration Association (AAA).
    3. Notwithstanding the foregoing, the Parties agree that either of them may seek interim measures including injunctive relief in relation to the provisions of this Agreement or the Parties’ performance of it from any arbitration.
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