NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT
This Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of the date of registration (the “Effective Date”) by and between:
Disclosing Party: Smarthub sarl, as a Limited Liability Company
And the ("Receiving Party")
Disclosing Party and Receiving Party have indicated an interest in exploring a potential business relationship relating to any services provided by the Disclosing party. (The “Transaction”).
In connection with its respective evaluation of the Transaction, each party, their respective affiliates and their respective directors, officers, employees, agents or advisors (collectively, “Representatives”) may provide or gain access to certain confidential and proprietary information. A party disclosing its Confidential Information to the other party is hereafter referred to as a “Disclosing Party.” A party receiving the Confidential Information of a Disclosing Party is hereafter referred to as a “Receiving Party.” In consideration for being furnished Confidential Information, Disclosing Party and Receiving Party agree as follows: Everyone with any affiliation of the receiving party even third parties involved in any of the steps of the transaction shall keep all the information Confidential and should include the disclosing party in all meetings and steps of the transaction.
- Confidential Information.Confidential information is:
All information shared by Disclosing Party. "Confidential Information" shall mean (i) all information relating to Disclosing Party’s products, business and operations including, but not limited to, financial documents and plans, customers, suppliers, manufacturing partners, marketing strategies, vendors, products, product development plans, technical product data, product samples, costs, sources, strategies, operations procedures, proprietary concepts, inventions, sales leads, sales data, customer lists, customer profiles, technical advice or knowledge, contractual agreements, price lists, supplier lists, sales estimates, product specifications, trade secrets, distribution methods, inventories, marketing strategies, source code, software, algorithms, data, drawings or schematics, blueprints, computer programs and systems and know-how or other intellectual property of Disclosing Party and its affiliates that may be at any time furnished, communicated or delivered by Disclosing Party to Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of Disclosing Party’s facilities; and (iv) all other non-public information provided by Disclosing Party whosoever. All Confidential Information shall remain the property of Disclosing Party.
- Obligation to Maintain Confidentiality. With respect to Confidential Information:
- Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement;
- Receiving Party and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material;
- Upon the termination of this Agreement, Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by Disclosing Party;
- If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and
- The obligation not to disclose Confidential Information shall:
Survive the termination of this Agreement, and at no time will Receiving Party or any of its Representatives be permitted to disclose Confidential Information, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.
Remaining in effect until 3 years from the date hereof or until the Confidential Information ceases to be a trade secret, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.
- Non-Solicitation.
Receiving Party agrees, during this agreement and for a period of three years after the termination of this agreement not to solicit directly or indirectly any contractor/customer of Disclosing Party on behalf of any other business enterprise (or himself/herself personally), or induce any employee or independent contractor associated with Disclosing Party to terminate or breach a contractual or other relationship with Disclosing Party, nor interfere in any way with the Disclosing Party’s relationship with any customer, contractor, supplier, service provider or other business relation of the Disclosing Party.
During the term of Receiving Party’s relationship with Disclosing Party (from the date of this agreement until mutual and written termination of the agreement)
- Cooperation.
Receiving Party agrees that they will disclose to Smarthub sarl all email conversations, meeting dates and time, minutes of meetings and any type of communication which take place directly or indirectly with any contractor/customer of Smarthub sarl during the duration of the project.
- Invoicing
The Receiving party shall provide complete and accurate billing invoice to Smarthub sarl to receive payment. Billing invoices must contain all information required by the disclosing party. No invoice shall be sent by the Receiving Party to any of Smarthub’s contractor’s/customers, directly or indirectly.
Smarthub sarl shall pay such invoice within (30 – 90 ) thirty to Ninety days of receipt, unless the invoice is being disputed.
- Penalty
Any violation of the provisions stipulated in the above mentioned clauses and specifically clauses 3, 4 and 5 (Non-solicitation, cooperation, invoicing) shall be sanctioned. These violations are of a nature to the cause of serious and irreparable damage to Smarthub sarl, the amount of these damages being difficult to estimate and prove, which is why the Receiving Party accepts by signing this Agreement that in case of breach of the above mentioned obligations, to pay to Smarthub sarl damages in the amount of /10,000/USD in Cash or International transfer. Although Smarthub sarl reserves the right to prove greater damages and to obtain the cessation of the violation and obtain compensation by all legal means.
- Representatives.
Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement. Receiving Party will be responsible for any breach of this Agreement by any of its Representatives.
- Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address:
- Termination This Agreement may be terminated only by a written agreement signed by both of the parties.
- Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties, via email.
- Jurisdiction.This Agreement will be governed by and construed in accordance with the Lebanese Laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date of registration.
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