NDA-NCA

This NON-DISCLOSURE, NON-CIRCUMVENTION and NON-COMPETITION AGREEMENT has been created for use by OVERWRITE AI LTD.

The purpose of this document is to allow OVERWRITE AI LTD (hereafter “overwrite” or the “Disclosing Party”) to share with you (hereafter the “Recipient”) (each a “Party”) confidential information regarding overwrite, by way of overwrite’s Access-Only Google Drive Data Room, that enables you to decide upon a capital investment into overwrite for operational funding purposes.

By accessing our Data Room you accept that overwrite is making available to you confidential information as further described below.

THEREFORE, you agree as follows:

• CONNECTED PARTIES
  1. The term Connected Parties shall be defined herein as any shareholder, owner, employee, representative, agent, attorney, assignee, beneficiary, business associate, business partner, or subsidiary, of yours which may otherwise be used within the context of this Agreement, which is the sharing of confidential information. 
     
  2. Any reference to a Party shall automatically include its Connected Parties.
     
  3. You are responsible and liable for your Connected Parties’ conduct and adherence to the terms of this Agreement

• CONFIDENTIAL INFORMATION

• In connection with the engagement of the Recipient by overwrite , 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 their Connected Parties, shall be under an obligation of confidentiality. The Disclosing Party believes, 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.

• Confidential Information shall include, and shall be deemed to include, all information conveyed by the Disclosing Party to the Recipient orally, in writing, by instant or electronic messaging, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal.

• Confidential Information may include, by way of example but without limitation, any (i) marketing strategies, plans, financial information, models or projections, operations, client names, client contact information, client 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, concepts, reports, data, works-in-progress, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets, (v) Documents, files, folders, presentations, images, spreadsheets, email, cloud based task management software, Slack, Skype, ZOOM, MS Teams, Whatsapp, Signal, mobile phone or other forms of digital communication and (vi) 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. However, Confidential Information shall not include information, which can clearly demonstrate to be:
• Generally known or available to the public, through no act or omission on the part of the Recipient.
• Provided to the Recipient by a third party without any restriction on disclosure and without breach of any obligation of confidentiality to a Party to this Agreement; or independently developed by the Recipient without use of the Confidential Information.

• OBLIGATION OF CONDFIDENTIALITY

Upon receipt of any Confidential Information:

• The Recipient shall not disclose or communicate Confidential Information to any third party.
  • 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.
  • 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.

• OBLIGATION OF NON-COMPETITION

The non-competition provisions of this Agreement are an essential and material part of the entire Agreement, by which the Recipient agrees he/she 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.

• NON-CIRCUMVENTION

The Recipient and any Connected Parties, shall not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the Disclosing Party, their officers, directors, agents, associates or affiliates for the purpose of avoiding the payment to the Disclosing Party of profits, fees or otherwise, without the specific written approval of the Disclosing Party.

• INDEMNIFICATION

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.

• NO REPRESENTATION

The Recipient understands that the Disclosing Party makes no representation or warranty as to the accuracy or completeness of the information it provides to the Recipient. The Recipient agrees that neither the Disclosing Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the Recipient’s use of said information.

• TERM

This Agreement shall enter into effect on the Effective Date and shall continue in full force and effect until 3 years after the Effective Date (the Term). Notwithstanding the foregoing, the Recipient’s duty to hold in confidence Confidential Information that was disclosed prior to the date of signature of this Agreement and/or during the Term shall remain in effect indefinitely.

• RETURN OF CONFIDENTIAL INFORMATION

The Recipient shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, documents, contracts, presentations, emails, projects, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the termination of this Agreement; or (ii) at such time as the Disclosing Party may so request. Alternatively, the Recipient with the written consent of the Disclosing Party may immediately destroy any of the foregoing embodying Confidential Information (or the reasonably non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Recipient supervising the destruction).

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of England and Wales. The Parties agree that, should any litigation arise out of, in connection with, or relating to this Agreement, such litigation will be commenced in the courts of the Dubai International Financial Centre DIFC.

SEVERABILITY

If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.

NO WAIVER

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 

MISCELLANEOUS

1. The provisions of clause 3, 4 and 5 of this Agreement shall survive any termination or expiration of this Agreement.
   
2. 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.
   
3. Any notice under this Agreement shall be in writing and delivered personally or by registered mail to the last known address of the other Party.
   
4. Except for the limited right to use set out above, no right or license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder.
   
5. No agency or partnership relationship is created between the Parties by this Agreement.
   
6. No Party shall have an obligation under this Agreement to purchase any service or item from any of the other Parties, or to offer any service or item for sale to any of the other Parties and any agreement to have a business relationship between the Parties shall exist only when such agreement is in writing and duly executed by all the Parties.
   
7. 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.
   
8. 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.
   
9. 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.
   
10. You acknowledge that: (i) you have had sufficient opportunity to, and have, carefully read and understand each provision of this Agreement, (ii) you are not under any duress, (iii) you are not relying upon any representations or promises that are not set forth in this Agreement, and (iv) you are freely and voluntarily signing this Agreement and intend to be bound by it as a solemn contractual undertaking.
    
11. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto.

Questions

If you have a question about this privacy policy, please contact us at:

contact@overwrite.ai
OVERWRITE.AI LTD
Dubai International Financial Centre
PO Box 450694, Dubai
United Arab Emirates