Non-Disclosure Agreement
Mutual Confidentiality Agreement
Angelift Pty Ltd (ABN 81 691 514 593), a company incorporated in Australia, with its principal place of business in Sydney, NSW ("Company")
_______________________________________ ("Recipient")
Address: _______________________________________
Email: _______________________________________
_______ / _______ / 20_______
A.Recitals
WHEREAS, the Company is engaged in the development and operation of a patent-protected substitute driver service platform operating under the brand "Angelift";
WHEREAS, the Company possesses certain confidential and proprietary information relating to its business operations, technology, intellectual property, and strategic plans;
WHEREAS, the Recipient desires to receive certain Confidential Information from the Company for the purpose of evaluating a potential investment opportunity ("Purpose"); and
WHEREAS, the Company is willing to disclose such Confidential Information to the Recipient subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1.Definition of Confidential Information
"Confidential Information" means any and all information or data disclosed by the Company to the Recipient, whether orally, in writing, electronically, or by any other means, that relates to the Company's business, including but not limited to:
Business plans, strategies, financial projections, and investment terms;
Patent applications, intellectual property, trade secrets, and proprietary technology;
Customer and driver data, user metrics, and market research;
Pricing structures, commission rates, and revenue models;
Software architecture, algorithms, and technical specifications;
Marketing strategies, expansion plans, and partnership discussions;
Any information marked as "Confidential" or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
2.Obligations of the Recipient
The Recipient agrees to:
Hold all Confidential Information in strict confidence;
Not disclose any Confidential Information to any third party without the prior written consent of the Company;
Use the Confidential Information solely for the Purpose and for no other purpose;
Take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information, using at least the same degree of care as the Recipient uses to protect its own confidential information;
Limit access to the Confidential Information to those of its employees, agents, or advisors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those contained herein;
Promptly notify the Company of any unauthorized disclosure or use of the Confidential Information.
3.Exclusions
The obligations of confidentiality shall not apply to information that:
Was already known to the Recipient prior to disclosure, as evidenced by written records;
Is or becomes publicly available through no fault of the Recipient;
Is independently developed by the Recipient without use of the Confidential Information;
Is rightfully received from a third party without restriction on disclosure;
Is required to be disclosed by law, provided the Recipient gives the Company prompt written notice and cooperates with the Company's efforts to obtain protective treatment.
4.Intellectual Property
Nothing in this Agreement shall be construed as granting any license or rights to the Recipient under any patent, copyright, trademark, or other intellectual property right of the Company. All Confidential Information remains the sole and exclusive property of the Company.
5.Return of Materials
Upon the Company's written request or upon termination of discussions regarding the Purpose, the Recipient shall promptly:
Return all tangible materials containing Confidential Information;
Destroy all copies, reproductions, and summaries of Confidential Information in any form; and
Certify in writing that such return and destruction has been completed.
6.Term
This Agreement shall remain in effect for a period of three (3) years from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement and continue for a period of five (5) years thereafter, or until such time as the Confidential Information no longer qualifies as confidential, whichever occurs first.
7.No Obligation to Proceed
Nothing in this Agreement shall obligate either party to proceed with any transaction or business relationship. The Company reserves the right to terminate discussions at any time and for any reason, and to negotiate with other potential investors.
8.Remedies
The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Company for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies available, in addition to any other remedies at law.
9.Governing Law
This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales for any dispute arising out of or in connection with this Agreement.
10.Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements between the parties. This Agreement may not be modified except by a written instrument signed by both parties.
11.Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law.
Execution
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.