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FTXCAP - Mutual NDA Signed

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ID: 3266bd74-624d-492e-9684-a02059d811ae

NON-DISCLOSURE AGREEMENT

By clicking on the “I Accept” button or similarly labeled acceptance button or checkbox on your electronic
device’s screen when this Non-Disclosure Agreement (this “Agreement”) is presented to you, you are
affirmatively indicating your acceptance of this Agreement between you (“Claimholder”) and Xclaim Inc.
and its affiliates (“Servicer”) as of the date of such acceptance (the “Effective Date”) and consent to be
bound by all of the terms and conditions contained or referenced herein. You are entering into this
Agreement in your own capacity if signing as an individual or, if registering on behalf of a legal entity, in
your capacity as an authorized representative of such entity. Claimholder and Servicer may be referred to
herein individually as a “Party” and collectively as the “Parties.”

In consideration of the foregoing, the Parties agree as follows:

1. Purpose. Claimholder has a claim against FTX Trading Ltd., FTX Digital Markets Ltd.,
and/or their affiliate debtors and desires additional information and materials regarding the FTX Claim
Advance Program and to engage in discussions with Servicer regarding a potential agreement or other
transaction related thereto (the “Purpose”). In connection with such engagement and discussions,
Claimholder may agree to disclose to Servicer certain confidential information or materials to enable
the Parties to evaluate whether to enter into such agreement or transaction.

2. Defined Terms.

“Confidential Information” means (i) any and all information concerning or related to the assets,
affairs and business of a Disclosing Party, provided to Recipient whether in graphic, written, electronic or
oral form, including without limitation (a) know-how, trade secrets, works of authorship, and other
proprietary information, as well as any information regarding ideas, inventions, technology, and processes,
including without limitation assays, sketches, schematics, drawings, techniques, drawings, designs,
descriptions, specifications, and technical documentation, (b) information concerning or resulting from
any research and development or other project, experimental work, product development plans,
regulatory compliance information, and research, development and regulatory strategies, and (c) business
and financial information, including without limitation, information relating to investors, employees,
business and contractual relationships, business forecasts, sales and merchandising, business and
marketing plans, product plans, and business strategies, including without limitation information the
Disclosing Party provides regarding third parties, such as, but not limited to investors, partners or vendors;
and (ii) any other information, to the extent such information contains, reflects or is based upon any of the
foregoing Confidential Information. The Confidential Information may also include information of a third
party that is disclosed to Recipient or its Representatives by the Disclosing Party or such third party at the
Disclosing Party’s direction. The existence of this Agreement, its terms, the Purpose and the possible
establishment or existence of a business relationship between the Parties shall be deemed to be
Confidential Information of each of the Parties.

“Disclosing Party” means the Party furnishing Confidential Information.

“Recipient” means the Party receiving Confidential Information.

“Representatives” means the subsidiaries, directors, officers, employees, affiliates, consultants,


independent contractors, agents or advisors (including without limitation attorneys, accountants,
bankers, financial advisors and members of advisory boards), partners, members, managers or
representatives of a Party.

3. Non-Use and Non-Disclosure.

3.1 Each Party in its capacity as a Recipient agrees to use the Confidential Information
provided by the other Party solely for the Purpose, and for no other reason. Recipient agrees that at all
times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence
and not disclose to any third party any Confidential Information or exploit such Confidential Information
for its own benefit or the benefit of another except as approved in writing in advance by the Disclosing
Party. Without limiting the foregoing, the Disclosing Party shall permit access to Confidential Information
ID: 3266bd74-624d-492e-9684-a02059d811ae

only to Representatives having a need to know such information and who have signed, prior to the
disclosure of Confidential Information to such Representative, confidentiality agreements or are otherwise
bound by confidentiality obligations at least as restrictive as those contained herein. Recipient shall be
responsible for the breach of this Agreement by its Representatives as if such breach were by Recipient
itself. Recipient shall take, at its own expense, all reasonable steps to keep the Confidential Information
strictly confidential and to prevent its Representatives from prohibited or unauthorized disclosure or use
of the Confidential Information. Recipient agrees to institute measures to protect the Confidential
Information in a manner consistent with the measures it uses to protect its own most sensitive proprietary
and confidential information, which shall not be less than a reasonable standard of care. Recipient shall
immediately notify the Disclosing Party upon discovery of any actual or suspected loss or unauthorized
disclosure of the Confidential Information and shall take all reasonable steps requested by the Disclosing
Party to prevent, control or remedy any such loss or disclosure.

3.2 Notwithstanding the foregoing, Recipient may disclose the Confidential


Information to its current or prospective investors, lenders, partners, or acquirers as part of their due
diligence investigations who need to know such information in connection with the Purpose and who are
informed of the confidential nature of such information and of the terms of this Agreement.

3.3 Except as expressly permitted under this Agreement, neither Party will disclose
the name of the other Party, the existence of this Agreement, or the subject matter hereof in any publicity,
advertising or public announcement without the prior written consent of the other Party.

4. Limitation on Obligations. The non-use and non-disclosure restrictions regarding


Confidential Information set forth in this Agreement shall not apply to information that Recipient can
establish by competent proof (i) was publicly known and made generally available in the public domain
prior to the time of disclosure to Recipient by the Disclosing Party; (ii) becomes publicly known and made
generally available after disclosure to Recipient by the Disclosing Party other than as a result of a breach of
this Agreement; (iii) is in the possession of Recipient, without confidentiality restrictions, at the time of
disclosure by the Disclosing Party as shown by Recipient’s files and records immediately prior to the time
of disclosure; (iv) is obtained by Recipient from a third party not under confidentiality obligations and
without a breach of any obligations of confidentiality; or (v) was independently developed by Recipient
without use of or benefit from the Confidential Information, as shown by Recipient’s files and records
immediately prior to the time of disclosure. If Recipient becomes compelled by law, regulation (including
the rules of any applicable securities exchange), court order, or other governmental authority to disclose
the Confidential Information, Recipient shall, to the extent possible and permissible under applicable law,
first give the Disclosing Party prompt notice. Recipient will cooperate reasonably with the Disclosing Party
in any proceeding to obtain a protective order or other remedy. If such protective order or other remedy is
not obtained, Recipient shall only disclose that portion of such Confidential Information required to be
disclosed, in the opinion of Recipient’s legal counsel. Recipient shall request that confidential treatment be
accorded such Confidential Information, where available. Compulsory disclosures made pursuant to this
section shall not relieve Recipient of its obligations of confidentiality and non-use with respect to non-
compulsory disclosures.

5. Restrictions on Use. Recipient and its Representatives may not reproduce Confidential
Information in any form except as required to accomplish the Purpose. Recipient and its Representatives
shall not modify, reverse engineer, disassemble, decompile, create other works from or determine the
composition of any formulations, prototypes, software or other tangible objects that embody Confidential
Information. Any reproduction of any Confidential Information by Recipient shall remain the property of
the Disclosing Party and, to the extent practicable, shall contain any and all confidential or proprietary
notices or legends which appear on the original. Any notes that Recipient or its Representatives creates
regarding the Confidential Information shall also be deemed Confidential Information.

6. Right to Develop Independently or Acquire. For the avoidance of doubt, the terms of this
Agreement shall not be construed to limit either Party’s right to develop independently or acquire products
or information without use of the other Party’s Confidential Information. The Disclosing Party
acknowledges that the Recipient may currently or in the future be developing information internally, or
receiving information from other parties, that is similar to the Confidential Information. Nothing in this
Agreement will prohibit the Recipient from developing or having developed for it information, products,
concepts, systems or techniques that are similar to or compete with the information, products, concepts,
systems or techniques contemplated by or embodied in the Confidential Information provided that the
ID: 3266bd74-624d-492e-9684-a02059d811ae

Recipient does not violate any of its obligations under this Agreement in connection with such
development.

7. No Agency. Nothing in this Agreement shall be construed to constitute an agency,


partnership, joint venture, or other similar relationship between the Parties.

8. No Warranty. All Confidential Information is provided “AS IS,” without any warranty of any
kind.

9. No License. Recipient recognizes and agrees that nothing contained in this Agreement
shall be construed as granting any interest, title or property rights, by license or otherwise, in any
Confidential Information, or to any invention or any patent, copyright, trademark, trade secret or other
intellectual property right that has issued or that may issue, based on such Confidential Information.

10. Injunctive Relief. Recipient acknowledges that release of Confidential Information in


violation of this Agreement may cause irreparable harm for which the Disclosing Party may not be fully or
adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation or
threatened violation by Recipient, the Disclosing Party shall be entitled to injunctive relief from a court of
competent jurisdiction in addition to any other remedy that may be available at law or in equity, without
the necessity of posting bond or proving actual damages.

11. Term; Return of Materials. Recipient’s obligations under this Agreement shall survive for
two (2) years following the Effective Date; provided, however, that Confidential Information that constitutes
a trade secret shall continue to be subject to the obligations of nondisclosure and non-use until such
Confidential Information is no longer a trade secret. Upon the written request of the Disclosing Party at
any time, Recipient shall promptly return to the Disclosing Party or at the Recipient’s option destroy (with
such destruction to be confirmed in writing upon request of Disclosing Party), all documents and other
tangible materials representing the Confidential Information and all copies thereof. Notwithstanding the
foregoing, Recipient may retain a single archival copy of any tangible or electronic Confidential Information
provided by Disclosing Party under this Agreement, which copy shall only be used by Recipient and its
legal advisors in connection with the review of its obligations under this Agreement.

12. Miscellaneous.

12.1 Governing Law. This Agreement shall be governed by the laws of New York,
without reference to any conflict of laws rule that would result in the application of the laws of any other
jurisdiction. Each Party agrees that upon the other Party’s request, all disputes arising hereunder shall be
adjudicated in the state and federal courts having jurisdiction over disputes arising in New York, and
Recipient hereby agrees to consent to the personal jurisdiction of such courts.

12.2 Assignment. Neither Party may not assign or transfer this Agreement, or any rights
or obligations under this Agreement, by change of control or otherwise, without the prior written consent
of the other Party, which consent may be withheld in such other Party’s sole discretion. Any such purported
assignment inconsistent with the foregoing shall be null and void ab initio and shall be deemed a material
breach of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the
successors and assigns of the Parties.

12.3 Notice. All notices or reports permitted or required under this Agreement shall be
in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified
or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days
after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be
sent to the addresses set forth at the end of this Agreement or such other address as either party may
specify in writing.

12.4 Severability. If any provision of this Agreement is found by a proper authority to be


unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable
or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best
accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or
applicable court decisions and the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The
ID: 3266bd74-624d-492e-9684-a02059d811ae

Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the
drafting Party will not be applied in the construction or interpretation of this Agreement.

12.5 No Obligation for Future Transaction. Nothing herein shall obligate either Party to
proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to
terminate the discussions contemplated by this Agreement at any time.

12.6 Amendments. This Agreement may not be amended, nor any provision waived, in
whole or in part, except by a writing signed by both Parties.

12.7 Exportation. Recipient shall not export, reexport or retransfer, directly or indirectly,
any information or technical data disclosed under this Agreement acquired from the Disclosing Party
pursuant to this Agreement or any product, including software, using or containing any such information
to any country or Recipient for which the U.S. Government or any agency thereof at the time of export,
reexport or retransfer requires a license or other governmental approval without first obtaining such
license or approval. Recipient agrees to provide the Disclosing Party with the export classification of the
information upon request.

12.8 Counterparts. This Agreement may be executed in two or more counterparts, each
of which will be considered an original, but all of which together will constitute one and the same
instrument. Claimholder agrees to use electronic records and signatures and to DocSend’s Terms of
Service.

12.9 Titles and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement.

12.10 Entire Agreement. This Agreement sets forth the complete, exclusive and final
statement of the agreement between the Parties as to the subject matter hereof and supersedes all prior
and contemporaneous agreements, understandings, negotiations and discussions, whether oral or
written, between the Parties regarding such subject matter.
ID: 3266bd74-624d-492e-9684-a02059d811ae

Signature
Full Name

Mohammad Hossein Emami

Date

04/26/2024

Email

emami.mhe@gmail.com

Signature

I agree to use electronic records and signatures and to the DocSend's Terms of Service. I have also read and agree to
the terms of this document.

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