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NON-DISCLOSURE AGREEMENT · PROJECT ETIOCA
Between [Recipient] (the "Recipient"),
and Mark Ishakov, Founder & Chairman, and ETIOCA Holding (Gibraltar) Limited, company no. 120809, Madison Building, Midtown, Queensway, Gibraltar GX11 1AA ("Etioca"), acting also for ETIOCA BENELUX S.à r.l., RCS Luxembourg B97856, 296 Rue de Neudorf, L-2222 Luxembourg. Mark Ishakov and Etioca are together the "Providers", and the Recipient and the Providers are together the "Parties". For the avoidance of doubt, ETIOCA Holding (Gibraltar) Limited represents the whole of the ETIOCA group together with any of its subsidiaries.
Date: [date]
Recitals
The Providers have developed the technology, IP and software, as well as the overarching business idea, for a novel electric vehicle and business model for use in the taxi industry, which they aim to develop further and bring to market. That vehicle, business idea and all their material and immaterial components, together with their international development, marketing and monetisation, are referred to as "Project Etioca". The Parties are evaluating the Recipient's possible involvement in Project Etioca, and the Recipient will receive strictly confidential information from the Providers, their Designated Agent (Mark Ishakov, ETIOCA Holding (Gibraltar) Limited) and their legal advisors (the "Advisors"). The Parties enter into this Agreement to protect that information.
1. Confidential Information
1.1 "Confidential Information" means any and all information, documents, data and other information sources, in any form, whether written, oral or otherwise, that are provided to the Recipient, or to which the Recipient is given access, by the Providers, the Designated Agent or the Advisors, and that relate to Project Etioca. This includes access given through the ETIOCA investor data room. It also includes the fact of the Recipient's interest in Project Etioca and the fact and content of any negotiations between the Parties.
1.2 Confidential Information does not include information that the Recipient can prove was already in the public domain at the time of disclosure, or was already known to the Recipient (as shown by the Recipient's records) at the date of this Agreement.
1.3 Confidential Information includes, without limitation, technological, engineering and design practices and techniques, products, intellectual property, software, know-how, business plans, financial information and operating parameters. Any proprietary combination of features is Confidential Information even if the individual features are public. Information does not need to be marked as confidential to be Confidential Information.
1.4 The Confidential Information is and remains the sole property and intellectual property of the Providers and/or the persons or entities they designate.
2. Use and non-disclosure
2.1 The Recipient shall use the Confidential Information only to evaluate its potential involvement in Project Etioca and, if it becomes involved, only to fulfil its obligations in connection with that involvement. The Recipient shall keep the Confidential Information strictly confidential and take all necessary precautions to prevent it reaching any third party, meaning any person other than the Parties, the Designated Agent and Advisors, and any person the Providers direct the Recipient to communicate with.
2.2 The Recipient shall not use the Confidential Information for its own purposes or those of any third party, whether or not for profit, including by copying, transferring, using or publishing it.
2.3 If the Recipient believes it must disclose Confidential Information to a third party for the purposes in 2.1, it shall first obtain the Providers' written consent. It shall then ensure that the third party is bound by confidentiality obligations of the same scope, and it remains fully liable for any breach by that third party as if the breach were its own.
2.4 Disclosure required by law, by court order or by another authority remains permitted. In that case the Recipient shall limit the disclosure to the minimum, inform the Providers in writing in advance, and cooperate in seeking a protective order or another appropriate remedy.
3. Return of Confidential Information
3.1 The Recipient shall inform the Providers immediately in writing if it has no interest, or no longer has an interest, in participating in Project Etioca. In that case, or at any earlier time at the Providers' first request, the Recipient shall immediately return all Confidential Information in tangible form, and destroy or delete all Confidential Information in intangible form, including all copies and recordings.
3.2 At the Providers' request, the Recipient shall provide appropriate proof of return, destruction or deletion, including a written and signed confirmation. The Recipient has no right of retention and may not keep copies.
4. No representation; liability
4.1 The Recipient is solely responsible for its own evaluation of the Confidential Information and Project Etioca and for its decisions. The Confidential Information carries no representation, warranty or guarantee, express or implied, as to any aspect of Project Etioca. This includes the achievability, feasibility, reasonableness or profitability of any technology, business plan, projection, target, prospect or return.
4.2 The Recipient bears all of its own costs, fees, expenses and taxes arising from receiving and evaluating the Confidential Information.
4.3 The Providers may modify, suspend or terminate Project Etioca, or the procedure, terms or scope of disclosure, at any time and at their sole discretion, and the Recipient releases the Providers, the Designated Agent and the Advisors from liability for doing so to the fullest extent permitted by law.
4.4 No licence or other intellectual property right is granted or implied by the disclosure of Confidential Information. Nothing disclosed is a representation, warranty or inducement of any kind, in particular as to the non-infringement of third-party rights.
4.5 Nothing disclosed under this Agreement is an offer of securities or an invitation to invest.
5. Term
This Agreement remains in force for three years from its date, or for three years after the Recipient's involvement in Project Etioca ends, whichever is later.
6. Miscellaneous
6.1 Entire agreement. This Agreement is the entire understanding between the Parties on its subject matter and supersedes all prior agreements, negotiations and discussions relating to it.
6.2 Amendments. No modification is effective unless agreed by the Parties in writing.
6.3 Severability. If any provision is or becomes invalid, the other provisions remain in force, and the invalid provision shall be replaced by a valid one that comes as close as possible to its purpose.
6.4 No assignment. No Party may assign this Agreement or any rights or obligations under it without the prior written consent of the other Parties.
6.5 Notices. Notices shall be in writing, in English, and sent by registered mail or by email to the Recipient at the email address given above, and to the Providers at ETIOCA Holding (Gibraltar) Limited, Madison Building, Midtown, Queensway, Gibraltar GX11 1AA, or ishakov.mark@etioca.com.
6.6 No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is valid only if made in writing.
6.7 Electronic signature and counterparts. The Parties agree that this Agreement may be concluded electronically. The Recipient signs by typing its full name and confirming acceptance on the ETIOCA website. The Providers accept by sending written confirmation by email. Each electronic record is an original, and together they constitute one agreement. A record of the signature (name, date and time, IP address and a fingerprint of this text) is kept by Etioca.
6.8 Governing law. This Agreement is governed by the laws of Gibraltar.
6.9 Disputes. Any dispute arising out of or in connection with this Agreement, including any question about its existence, validity or termination, shall be finally resolved by arbitration under the LCIA Rules. The seat is Gibraltar, there is one arbitrator, and the language is English.
