NON-DISCLOSURE AGREEMENT
Tasnim abusal
THIS AGREEMENT is entered into this [_______________], by and between [Abwaab
Technologies Inc. ], a company duly incorporated and validly existing under the laws of the British
Virgin Islands, registered under No. [2025106], having its registered office at [Craigmuir Chambers,
P.O. Box 71, Road Town, Tortola, VG 1110, British Virgin Islands] (“Disclosing Party”) and
, (collectively referred to as the “Receiving Party”).
NOW THEREFORE, IN CONSIDERATION of the mutual covenants, agreements, representations
and warranties contained herein, and in exchange for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Term. This Agreement shall become effective on the earlier of the first date of execution of this
Agreement or the date that any Confidential Information (as defined herein) was or is first disclosed to
Receiving Party, whichever comes first and shall continue for a period of five (5) years from such date.
2. Definitions. For purposes of this Agreement, “Confidential Information" shall be defined broadly and shall
mean all information provided by Disclosing Party to Receiving Party with respect to the subject matter of this
Agreement, including, but not limited to all information, legal documents, files, technical data or know-how
relating to clients, services, pricing, employee lists, customers, business plans, marketing or finances of or
relating to Disclosing Party, whether communicated orally or in writing. "Confidential Information" also
includes any information which Disclosing Party has received from a third party which Disclosing Party is
obligated to treat as confidential or proprietary. Confidential Information does not include information,
technical data or know-how which (i) is at the time of disclosure in the possession of Receiving Party as
shown by Receiving Party's files and records immediately prior to the time of disclosure; or (ii) prior to or after
the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or
action of Receiving Party; or (iii) is approved by Disclosing Party in writing for release prior to such release.
3. Non-Disclosure. Receiving Party shall hold and maintain the Confidential Information in strictest
confidence and in trust for the sole and exclusive benefit of Disclosing Party. Receiving Party shall not use
for their own benefit, publish or otherwise disclose to others, or permit the use by others for their benefit or to
the detriment of Disclosing Party, any of the Confidential Information. In the event of termination (voluntary or
otherwise) of this Agreement, Receiving Party agrees that Receiving Party will protect the value of the
Confidential Information of Disclosing Party and will prevent their misappropriation or disclosure of the
Confidential Information, in contravention of this Agreement. Receiving Party will not disclose or use to
Receiving Party's benefit (or benefit of a third Party) or to the detriment of Disclosing Party any Confidential
Information.
4. Remedies. Receiving Party agrees that its obligations hereunder are necessary and reasonable in order
to protect Disclosing Party and Disclosing Party’s business, and therefore breach of this agreement will
entitle Disclosing Party to receive monetary damages from Receiving Party equal to the maximum in
expectation damages (“Expectation Damages”) and reliance damages (“Reliance Damages”) permitted
under law. Expectation Damages may defined for purposes of this agreement as including, but not limited to,
the maximum earnings, benefits, commissions, sales, and other forms of consideration that Disclosing Party
would have potentially received had Receiving Party not breached the agreement. Reliance Damages may
be defined for purposes of this agreement as including, but not limited to, all expenses Disclosing Party has
potentially incurred in reliance upon Receiving Party’s promise to abide by the terms of this agreement.
However, in addition to the foregoing monetary remedies, Receiving Party also expressly agrees that
monetary damages alone would be inadequate to compensate Disclosing Party for any breach of any
covenant or agreement set forth herein. Accordingly, Receiving Party agrees and acknowledges that any
such breach or threatened breach will cause irreparable injury to Disclosing Party and that, in addition to any
other remedies that may be available, in law, in equity or otherwise, Disclosing Party shall be entitled to
obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such
breach, without the need to post bond or other security.
5. Return Materials. Receiving Party shall return to Disclosing Party any and all records, notes, and other
written, printed or tangible materials pertaining to the Confidential Information immediately on the written
request of Disclosing Party.
6. Severability. If any provision of this Agreement or the application of such provision to any person or
circumstance shall be held invalid for any reason, the remainder of this Agreement or the application of such
provision to persons or circumstances other than those to which it is held invalid shall be unaffected by such
holding. If the invalidation of any such provision materially alters the Agreement of the Parties, then a court or
other body with jurisdiction over this Agreement shall have the authority to modify this Agreement in a
manner which would make this Agreement not invalid.
7. Attorney’s Fees. In the event that any dispute between the Parties should result in litigation or arbitration,
the prevailing Party in such dispute shall be entitled to recover from the other Party all reasonable fees, costs
and expenses of enforcing any right of the prevailing Party, including without limitation, reasonable attorney's
fees, expert witness fees, and expenses. Attorney fees and costs include costs for such items for any
appeals. This paragraph shall remain independent from any judgment entered to enforce its terms, shall not
merge therewith, and shall entitle the prevailing Party to attorneys fees and costs incurred in connection with
post judgment collection and enforcement efforts.
8. Entire Agreement. This Agreement and any Exhibits hereto reflect the final expression of the Parties
agreement and contains a complete and exclusive statement of the terms of that agreement, which such
terms supersede all prior oral and written agreements or statements by and among the Parties. There are no
other agreements, representations, or warranties not set forth herein. No representation, statement, condition
or warranty not contained in this Agreement or any Exhibits not reflected herein will be binding on the Parties
or have any force or effect whatsoever.
9. Modification. The provisions of this Agreement may be waived, altered, amended, modified, or repealed,
in whole or in part, only by the written consent of all Parties to this Agreement.
10. No Authority to Bind. Nothing contained in the Agreement shall be construed to constitute either
Parties as a partner, employee, joint venture or agent of the other Party, nor shall either Party have any
authority to bind the other in any respect, it being intended that each shall remain independent and
responsible for his/hers/its own actions. Furthermore, no Party shall use the name or credit of the other Party
in any manner whatsoever, nor incur any obligation in the other Party's name.
11. Non-Waiver. The failure of any Party to insist upon the prompt and punctual performance of any term or
condition in this Agreement, or the failure of any Party to exercise any right or remedy under the terms of this
Agreement on any one or more occasions shall not constitute a waiver of that or any other term, condition,
right, or remedy on that or any subsequent occasion, unless otherwise expressly provided for herein.
12. Governing Law. The Parties to this Agreement agree that all questions respecting the negotiation,
execution, construction, performance, interpretation, breach or enforcement of this Agreement, or the rights,
obligations and liabilities of the Parties hereto, shall be determined in accordance with the applicable
provisions of the laws of the Hashemite Kingdom of Jordan.
13. No Publicity. Except to the extent required by law, Receiving Party agrees that it shall not, without the
prior written consent of Disclosing Party make any statement, or any public announcement, or any release to
trade publications or to the press, or make any statement to any competitor, customer or any other third
party, with respect to the possible business relationship between the parties.
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14. Arbitration. The Parties hereby agree that any dispute, controversy or claim arising in connection with
this Agreement shall be finally settled by the competent Courts of the Hashemite Kingdom of Jordan.
IN WITNESS WHEREOF, the Parties execute this Agreement on the date first written above.
Disclosing Party:
Signature
Print Name Hamdi H. Tabbaa on behalf of Abwaab Technologies Inc.
19/2/2023
Date: _________________________________________
Representative for Receiving Party:
Tasnim kamal Ibrahim abusal
Print Name and Title:
Signature:
19/2/2023
Date:
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