By clicking “accept” or by opening this document, you have agreed to be the “Recipient” in this IP Protection Agreement and to be fully bound by its terms and conditions.
Intellectual Property (IP) and Proprietary Concept Protection Agreement
This Intellectual Property (IP) and Proprietary Concept Protection Agreement ("Agreement") is made effective as accepting or opening this document (Effective date) between DO Epic FZLLC, a limited liability company organized and existing under the laws of the United Arab Emirates, with registration number 12598/2018, having its registered office at Nasab Business Centre, Al Barari, Dubai, United Arab Emirates ("Owner") and ("Recipient").
Owner is the owner of certain intellectual property and proprietary concepts ("IP") including but not limited to “Good Sustainability Workshops, namely Green Guidance, Sustainable Superpowers, Green Growth, Purpose Programming” and any other information shared with the Recipient by the Owner, that it desires to protect from unauthorized use or disclosure. Recipient is interested in obtaining access to and using such IP, subject to the terms and conditions of this Agreement.
For purposes of this Agreement, "IP" means any and all of Owner's trade secrets, inventions, patents, copyrights, trademarks, concepts including but not limited to “Good Sustainability Workshops, namely Green Guidance, Sustainable Superpowers, Green Growth, Purpose Programming” and any other proprietary rights, whether or not registered or protected under applicable law.
Recipient acknowledges that the IP is proprietary and confidential to Owner. Recipient agrees, at all times and not withstanding the termination of this Agreement for any reason, to maintain the confidentiality of the IP and not to disclose it to any third party without Owner's prior written consent. Recipient further agrees to take all reasonable steps to safeguard the IP from unauthorized use, copying, or disclosure.
Recipient acknowledges that all rights, title, and interest in and to the IP, including all patents, copyrights, trademarks, concepts including but not limited to “Good Sustainability Workshops, namely Green Guidance, Sustainable Superpowers, Green Growth, Purpose Programming” and other proprietary rights, are and shall remain at all times the exclusive property of Owner. Nothing in this Agreement shall be construed as granting Recipient any right or license to use any of the IP, except as expressly provided in this Agreement.
5. Return of IP
Upon termination of this Agreement or at Owner's request, Recipient agrees to return to Owner all tangible embodiments of the IP, including but not limited to documents, drawings, and other materials, and to delete all electronic copies of the IP.
6. Term and Termination
This Agreement shall remain in effect until terminated by either party upon written notice to the other party. In the event of termination, Recipient agrees to immediately cease using the IP and to return all tangible embodiments of the IP to Owner. The Obligations referred to in Clauses 2,3,4,5,6,7,8, and 9 shall survive, at all times, the termination of this Agreement for any reason whatsoever.
7. Warranty and Indemnification
Recipient warrants that it will use the IP solely in accordance with the terms of this Agreement and that such use will not infringe upon any intellectual property or other proprietary rights of any third party. Recipient agrees to indemnify, defend, and hold harmless Owner, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, and expenses, including reasonable attorneys' fees, consequential losses and loss of profit, arising out of or in connection with any breach of this Agreement by Recipient.
8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the UAE. Any dispute arising under or in connection with this Agreement shall be resolved exclusively in the Dubai courts l.
9. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties. This Agreement may not be amended or modified except in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
DO Epic FZLLC Recipient
This document is electronically generated and does not require a signature.
By clicking “accept” or by opening this document, you have agreed to be the “Recipient” in this NCNDA and to be fully bound by its terms and conditions.
NCNDA
BETWEEN: DO EPIC FZ LLC (the "Owner"), a limited liability company organized and existing under the laws of the United Arab Emirates, with registration number 12598/2018, having its registered office at Nasab Business Centre, Al Barari, Dubai, United Arab Emirates.
AND: “The Recipient”
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible business relationship between Recipient and Owner for sharing confidential information with the Recipient which include but are not limited to “Good Sustainability Workshops, namely Green Guidance, Sustainable Superpowers, Green Growth, Purpose Programming” and any other information shared with the Recipient by the Owner. (the “Purpose”).
WHEREAS, in the course of consideration of the Purpose and thereafter, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner, Owner’s related companies, affiliates and subsidiaries, and its activities.
THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information.
CONFIDENTIAL INFORMATION
Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information") to Recipient. Confidential Information means all information concerning the business, operations, finances, trademarks, systems and shall include without limitation all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, Concepts, Clients list and database, leads, customers and other information disclosed or submitted, orally, in writing, visual or by any other media or way, to Recipient by Owner, whether relating to Owner or to any of its affiliates, subsidiaries or related companies. Confidential Information shall further include any information which is received (orally or in writing) by the Recipient from the Owner and any information received from unauthorized third parties and deemed to constitute in its nature Confidential Information. Nothing herein shall require Owner to disclose any of its information.
EXCLUSIONS
Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner or any of its affiliates, subsidiaries or related companies; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; or (c) is independently developed by Recipient without use of or reference to the Confidential Information.
REQUIRED DISCLOSURES
Recipient or any of its Representatives may disclose Owner's Confidential Information if and to the extent that such disclosure is required by court order, law, regulation or by request of any governmental or regulatory body or authority, provided that (to the extent legally permitted) Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure.
RECIPIENT'S OBLIGATIONS
Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall at all times hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner shall disclose it only to its Representatives.
For purposes of this Agreement, the term "Representatives" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors.
Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry the Purpose with Owner and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner.
Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within seven [7] days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within seven [7] days thereafter.
Recipient and its Representatives shall not in any way and at all times during and after the expiry of this Agreement, use, copy, reproduce, teach etc… the Confidential Information to the detriment of Owner.
CONFLICT OF INTEREST NON-CIRCUMVENTION OBLIGATIONS
Prior to Owner disclosing to Recipient any Confidential Information, Recipient shall immediately inform and disclose to Owner if Recipient is providing or is planning to provide services to competitors of Owner, notwithstanding whether such services are or are not similar in nature to the Purpose. Recipient shall further disclose whether it is related in any way to competitors of Owner.
For the purposes of this Agreement, a competitor of Owner shall mean any entity which activities are similar in nature to the activities of Owner, its affiliates, subsidiaries and related companies.
Recipient shall inform Owner of any potential conflict of interest that may arise from the execution of the Purpose.
In the event of a breach by Recipient of any of its obligations under this Article 5, Owner shall have the right to immediately terminate any agreement concluded between Owner and Recipient and to apply to a court of competent jurisdiction to obtain compensation for the damage resulting from such breach and for such other relief as Owner shall deem appropriate. Such right of Owner is to be in addition to the remedies otherwise available to Owner at law. Owner shall further have the right to retain and offset from any amounts due to Recipient the portion relating to the compensation attributed to Owner by a competent court.
Recipient, hereby, undertakes not to circumvent the Owner during the term of this Agreement and five years thereafter, by not using, coping, reproducing, teaching the Purpose and by not soliciting the business of any client, customer or licensee of Concept of the Owner or outside of the ordinary course of business, directly or indirectly contact or participate in communications with any disclosed companies, entities , clients, customers or persons (including each of their affiliates, parents or subsidiaries) or participating, directly or indirectly, in any other project with any third party by using the information and Concept etc… provided under this Agreement. The non-circumvention and non-disclosure obligations apply to all entities and individuals affiliated with Recipient and to their shareholders and to all companies controlled by any of the Recipient, their parent, subsidiary, and sister companies, whether in a direct or indirect manner.
NO LICENSE
Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.
NO ADDITIONAL AGREEMENTS
Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of Owner to enter into any other agreement with Recipient or prohibit Owner from providing the same or similar information to other parties and entering into agreements with other parties. Owner reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to the Purpose and to terminate discussions and negotiations with Recipient at any time. Additional agreements of the parties, if any, shall be in writing signed by Owner and Recipient.
IRREPARABLE HARM
Recipient understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Owner irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that Owner shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as Owner shall deem appropriate. Such right of Owner is to be in addition to the remedies otherwise available to Owner at law or in equity.
NO PUBLICITY
Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner, or does not disclose or promote, directly or indirectly any of its involvement whatsoever in the Purpose without the express and written approval of the Owner.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed and construed in accordance with the laws of the UNITED ARAB EMIRATES and Recipient consents to the exclusive jurisdiction of the UAE courts for any dispute arising out of this Agreement. Recipient agrees that in the event of any breach or threatened breach by Recipient, Owner may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Owner against any such breach or threatened breach.
TERM AND SURVIVAL
12.1 This Agreement shall come into effect on the date it was accepted or opened by Recipient and shall remain in full force and effect for a period of five years thereafter
12.2 Termination or breach of this Agreement by either Party shall not relieve the Recipient from its continuing obligations under this Agreement to protect, safeguard and preserve Confidential Information disclosed hereunder. Non-disclosure and non-circumvention provisions of this Agreement shall remain in full force for five years starting from the date of termination of this Agreement. The Owner shall have all the rights to claim full compensation from the Recipient including loss of profit and legal fees should there be a breach of this Agreement by the Recipient.
SUCCESSORS AND ASSIGNS
This Agreement and each party's obligations hereunder shall be binding on the representatives, assigns, and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of Recipient hereunder are not assignable.
SEVERABILITY
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
NO IMPLIED WAIVER
Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
HEADINGS
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
ATTORNEY'S FEES
If any action is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be awarded its attorneys' fees and costs incurred.
COUNTERPARTS AND RIGHT
This Agreement may be signed in counterparts, which together shall constitute one agreement. The person signing on behalf of Recipient represents that he or she has the right and power to execute this Agreement.
ENTIRE AGREEMENT
This Agreement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, with respect to the subject matter. This Agreement is not, however, to limit any rights that Owner may have under trade secret, copyright, patent or other laws that may be available to Owner. This Agreement may not be amended or modified except in writing signed by each of the parties to the Agreement. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
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OWNER |
RECIPIENT |
This document is electronically generated and does not require a signature.