1. Definition of Confidential Information:
For the purpose of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged but is not limited to, trade secrets, business plans, financial statements, investment strategies, transaction details, client and investor information, proprietary technology, pricing structures, and any other business-related data that, if disclosed, could be detrimental to Quick Services Now (disclosing party).
2. Obligations of Receiving Party:
The Receiving Party shall:
- Not disclose the Confidential Information to any third party.
- Not use the Confidential Information for any purpose other than for the purpose of evaluating or engaging in discussions concerning a potential business relationship between the parties.
- Take all reasonable steps to protect the confidentiality of the Confidential Information and to prevent any unauthorized use or disclosure of the Confidential Information and of the obligations under this Agreement.
- Not disclose Confidential Information to any employee, agent, or representative except on a need-to-know basis and shall inform such employees, agents, or representatives of the confidential nature of the Confidential Information.
- Promptly notify the Disclosing Party in writing if it becomes aware of any unauthorized disclosure, suspected breach, or attempted access to Confidential Information.
- In the event of a breach, the Disclosing Party shall be entitled to seek injunctive relief, equitable remedies, and monetary damages. The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from any losses, legal fees, or damages incurred as a result of the breach.
3. Exclusions from Confidential Information:
-Strong-Confidential Information does not include information that:
- Is or becomes publicly known through no wrongful act of the Receiving Party.
- Is received from a third party without breach of any obligation of confidentiality.
- Is independently developed by the Receiving Party without the use of Confidential Information.
- Is already in the possession of the Receiving Party without obligation of confidentiality at the time of disclosure.
4. Return of Materials:
Upon termination of discussions or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials representing the Confidential Information and any copies thereof.
5. No License:
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trade secret, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.
6. Term:
This Agreement shall remain in effect for a period of five (5) years from the date of disclosure of the Confidential Information. However, Confidential Information related to trade secrets, financial models, or client data shall remain protected indefinitely.
7. Governing Law:
Any dispute arising under this Agreement shall first be resolved through mediation. If mediation fails, the dispute shall be settled by arbitration under the rules of the International Chamber of Commerce (ICC), with arbitration proceedings conducted in Cameroon.
8. Miscellaneous:
a. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
b. Any amendments or modifications to this Agreement must be in writing and signed by both parties.
c. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.