Inteli-AI
Non-Disclosure Agreement
This Inteli-AI Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this day of (“Effective Date”), by and between Inteli-AI LTD, a company registered under the laws of UK (“Inteli-AI”), the company signing up to the Partner portal (each, a “Party”, and collectively, the “Parties”). Whereas, each Party may disclose certain confidential information to the other in order to facilitate discussions for evaluating a potential business or other collaboration between the Parties (the “Purpose”).NOW, THEREFORE, the Parties hereby agree as follows:
Confidential Information.
For the purposes of this Agreement, “Confidential Information” shall mean any information and data of a proprietary and/or confidential nature, whether in oral, written, electronic or other form relating to a Party's business, technology, materials and/or products disclosed and/or made available by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) or otherwise acquired pursuant to this Agreement and/or the discussions in connection with the Purpose (whether prior to the execution hereof or thereafter). Confidential Information will be deemed to include, without limitation, (a) trade secrets, patents and patent applications, ideas, improvements and inventions (whether patentable or not) and other works of authorship, chemical compounds and compositions, formulations, molecules, cells, tissues, methods, techniques, know-how, research, clinical information and protocols, regulatory information, information of third parties, marketing, sales, pricing, forecasts, proposals, customer lists, suppliers, consulting relationships, operating and all record bearing media containing or disclosing the same; and (b) the terms of this Agreement, the fact that discussions or negotiations are or may be taking place with respect to the Purpose, and the proposed terms of any transaction between the Parties. Notwithstanding the foregoing, certain details regarding this Agreement, the Parties hereto and the nature hereof may be disclosed by either Party if and to the extent required in the fulfillment of any reporting requirements to competent authorities under applicable security laws and/or by any applicable securities exchange.
Confidentiality and Non-Use.
Receiving Party shall maintain the Confidential Information in strict confidence, using the same degree of care and confidentiality as such Party maintains with respect to its own confidential information, but no less than a reasonable degree of care. The Confidential Information may be used by Receiving Party solely for the Purpose and for no other Purpose and shall not be made available in any way or form by Receiving Party to any third party without the prior written consent of Disclosing Party, except that, Receiving Party may disclose Confidential Information of Disclosing Party to those of its employees, officers, advisors and/or service providers on a “need to know” basis for the Purpose, provided that such persons are bound by written confidentiality obligations similar to those contained herein and are advised of the confidential nature of such information. Without derogating from the generality of the above, in no event shall Receiving Party, directly or indirectly, reverse engineer, de-compile or disassemble, Confidential Information, or allow any of the above.
Notification of Misuse.
Receiving Party shall (a) promptly notify Disclosing Party in writing of the details and circumstances of any unauthorized disclosure, misuse or misappropriation of Confidential Information of Disclosing Party which may come to its attention; (b) take all reasonable steps to rectify or cure such misuse or misappropriation and/or retrieve any such disclosed Confidential Information; and (c) provide reasonable assistance to and cooperate with Disclosing Party to cure the same and to prevent further misuse or disclosure of Confidential Information.
Exclusions.
The confidentiality obligations of this Agreement shall not apply to any information that Receiving Party can demonstrate (i) is or becomes generally available to the public, through no breach by Receiving Party of this Agreement; (ii) was lawfully in its possession or known by such Party prior to receipt from Disclosing Party, as evidenced by written records; (iii) was rightfully disclosed to such Party without restriction by a third party who is not bound by any confidentiality obligations with respect thereto; or (iv) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party, as evidenced by written records. Confidential Information shall not be deemed to be in the public domain merely because any part of the Confidential Information is embodied in general disclosure or because individual features, components or combination thereof are known or become known to the public. A disclosure by Receiving Party of Confidential Information in response to a valid order by a competent court or other competent governmental body, or as otherwise required by applicable law, and to such extent necessary, shall not be considered to be a breach of this Agreement, provided, however, that, to the extent possible, Receiving Party shall provide prompt prior written notice thereof to Disclosing Party to enable it to seek a protective order or otherwise prevent or contest such disclosure.
Term.
This Agreement shall become effective on the Effective Date and shall remain in effect for a period of 1 (one) year thereafter. Notwithstanding the foregoing, the confidentiality and non-use obligations of Receiving Party contained herein shall survive the termination or expiration of this Agreement for any reason for a period of 7 (seven) years thereafter.
Return of Confidential Information.
Upon the termination or expiry of this Agreement or, if earlier, upon the written request by Disclosing Party at any time, Receiving Party will cease any use of the Confidential Information of Disclosing Party and shall promptly (within 14 (fourteen) days) return or destroy (at the direction of Disclosing Party) all Confidential Information to Disclosing Party and all documents or media containing any such Confidential Information, retaining only one copy for archival purposes only. Notwithstanding the foregoing, it is agreed that Receiving Party shall not be required to destroy any computer files created during automatic system back up which are subsequently stored securely by Receiving Party.
Mutual Disclaimers;
No Proprietary Rights. It is understood and agreed that Confidential Information is provided “AS IS”. No warranties, express or implied, of any kind are given by Disclosing Party with respect to Confidential Information provided hereunder. In no event shall Disclosing Party be liable for any use by Receiving Party or disclosure of Confidential Information or for any loss, claim, damage or liability which may arise from or in connection with this Agreement or the use, handling or storage of Confidential Information provided hereunder. Receiving party shall be entitled to rely solely on representations and warranties made in a definitive agreement, if any entered into by the Parties. All Confidential Information of Disclosing Party shall remain the sole property of Disclosing Party, and no patent, copyright, trademark or other proprietary or other right or license is granted by this Agreement. Receiving Party further understands that nothing herein requires the disclosure of any Confidential Information, which shall be disclosed, if at all, solely at the option of Disclosing Party. Furthermore, nothing herein shall be construed as an obligation of either Party to enter into any future agreement with the other Party.
Injunctive and Other Relief.
Since a breach by Receiving Party of any of the undertakings or agreements contained herein may result in irreparable damage to Disclosing Party for which there may be no adequate remedy at law, Disclosing Party shall be entitled to injunctive relief, without proof of actual damages, and any such other relief as may be proper (including monetary damages if appropriate). Nothing in this Agreement shall be construed as derogating from any right or remedy that Disclosing Party may be entitled to under applicable law. Notwithstanding anything to the contrary contained in this Agreement, Disclosing Party may seek injunctive relief in any court of competent jurisdiction.
Miscellaneous.
This Agreement represents the entire understanding and agreement between the Parties in respect of the subject matter hereof and supersedes all prior communications, agreements and understandings relating to the subject matter hereof. No modification or amendment of this Agreement will be valid unless executed in writing by both Parties. The observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Party against whom such waiver is sought and to such extent set forth therein; no failure or delay in enforcing any right will be deemed a waiver. Nothing herein shall be deemed to create any principal agent, employee-employer, joint venture or other business relationship between the Parties. This Agreement and/or the rights or obligations hereunder, may not be assigned by either Party to any third party without the prior written consent of the other Party, which consent will not be unreasonably withheld. This Agreement shall bind upon and inure to the benefit of the Parties and their successors and permitted assigns. In the event that any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. The laws of the State of Israel shall exclusively govern this Agreement, and the Parties hereby submit to the exclusive jurisdiction of the competent courts located in Tel Aviv-Jaffa, Israel in any matter arising out of or relating to this Agreement. This Agreement may be executed in counterparts (including via facsimile or electronic mail in pdf format), each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.