1. Parties
This agreement is entered into between the Disclosing Party and the Receiving Party, each identified by their verified Thara account, on the date the Receiving Party accepts this NDA inside a deal room.
2. Purpose
The parties wish to evaluate a potential investment or business relationship and, for that purpose only, may share confidential information through Thara.
3. Confidential information
Any non-public information marked as confidential or that a reasonable person would understand to be confidential, including financials, cap tables, contracts, product roadmaps, source code, customer lists, and unpublished IP.
4. Exclusions
Information that is already public, was lawfully known before disclosure, is independently developed without use of the confidential information, or is received from a third party without a duty of confidentiality.
5. Obligations
The Receiving Party shall use confidential information only for the Purpose, protect it with at least the same degree of care used for its own confidential information (never less than reasonable care), and limit access to representatives who need to know and are bound by equivalent obligations.
6. No license
No license, ownership, or other right in any confidential information or intellectual property is granted, expressly or by implication, other than the limited right to evaluate the Purpose.
7. Term
Confidentiality obligations survive for three (3) years from the date of disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
8. Required disclosure
If compelled by law or regulator to disclose confidential information, the Receiving Party shall, where legally permitted, notify the Disclosing Party promptly and cooperate in seeking protective treatment.
9. Return or destruction
Upon request or termination of discussions, the Receiving Party shall return or securely destroy confidential information within 30 days, except copies required for legal, audit, or backup purposes, which remain subject to this NDA.
10. No obligation to transact
This NDA does not create an obligation to invest, sell, or enter any further agreement. Either party may end discussions at any time.
11. Remedies
The parties agree that breach of this NDA may cause irreparable harm for which monetary damages are inadequate, and the non-breaching party may seek injunctive relief in addition to any other remedies.
12. Governing law
This NDA is governed by the laws of the Kingdom of Saudi Arabia. Disputes shall be resolved by the competent courts in Riyadh.