Nda (Adeel Tahir)

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NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

This non-disclosure and confidentiality agreement (hereinafter “Agreement”) is made on February 15th, 2024
(“the Effective Date”) between SWISSMED Health Schweiz AG (hereinafter “Discloser”), located at RUE DU
MONT-BLANC 20, 1201 GENEVA, SWITZERLAND and ADEEL TAHIR - and includes all affiliates or
associates or entities (hereinafter “Receiver”), located in Jyvaeskylae, Finland - “Parties”
refers to both Discloser and Receiver and both “Parties” agree to be legally bound by this agreement for ten
(10) years from “the Effective Date”.

1. RECITALS

A. “Discloser” wishes to Disclose and “Receiver” wishes to Receive certain privileged, proprietary,
and confidential information (hereinafter collectively called “Confidential Information”)
pertaining to the Discloser’s business, including but not limited to Discloser’s existing,
contemplated or future business activities, concepts and any related aspects associated with
the contemplated business initiative this includes business plans, client information, financials,
human-resource profiles, facets of services, solutions, existing and future plans, ideas,
prospective projects and activities, inventions, client information, client profiles, technical data,
methods, computer programs and related materials, product specifications, workflow,
processes, sales, marketing, websites, applications, hardware, software, business practices
past, existing and future, financial information, customer and contact lists, internal/external
memoranda; correspondence, products and services, intellectual property and trade secrets.
This exchange includes all communication of “Confidential Information” between “Parties” in
any form or medium whatsoever, including oral, written, photographic, electronic, magnetic, or
otherwise.

B. “Discloser” wishes to disclose the Confidential Information to the “Receiver” for the sole
purpose of permitting the “Receiver” to explore, evaluate and consider the possibility of
providing services or solutions or joint Initiative or partnership with the “Discloser”.

C. On account of this contemplated business association between the “Parties”, the “Parties”
desire to enter into this legally binding Non-Disclosure and Confidentiality agreement to avoid
conflict of interest that may arise in the future, and protection of Discloser’s legitimate
business interests, dealings, interactions and all other business purposes.

2. EFFECTIVE DATE

This agreement shall be effective as of the date that any of the “Confidential Information” is exchanged
between the “Parties”.

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3. CONFIDENTIAL INFORMATION

“Receiver” acknowledges that “Discloser” will provide “Confidential Information” related data and
materials as outlined under Section 1 Recitals, and that all such knowledge, information and materials
acquired, the existence, terms and conditions of this Agreement, and any associated data or material
provided or created in the process are and will be the secrets that are confidential and proprietary to
the “Discloser” and collectively referred to ("Confidential Information"). “Confidential Information” will
not include, any information, which is or becomes part of the public domain through no fault of either
“Party” or that which “Discloser” regularly gives to third parties without restriction on use or disclosure.
“Receiver” agrees to hold all such “Confidential Information” in strict confidence, not to disclose it to
others or use it in any way or manner, commercially or otherwise, directly or indirectly except for the
sole purpose of evaluating and use for the contemplated investment in the Discloser’s business.
“Receiver” will not allow any unauthorized person or entity access to it, either before or after expiration
or termination of this Agreement. “Receiver” will insure the confidentiality of the “Confidential
Information” and prevent it from theft, usage or distribution to unauthorized people. “Receiver” further
agrees not to duplicate, reproduce, repurpose, disseminate, transfer, share, manipulate, copy, recreate,
extract, reuse the “Confidential Information” in any form or for any purpose whatsoever directly or
indirectly other than the sole purpose of investment in the Discloser’s Business. “Receiver” agrees to
promptly return and not retain in any form whatsoever all and any “Confidential Information” or other
materials provided by “Discloser” to “Receiver”.

4. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

“Receiver” agrees not to use, directly or indirectly, any “Confidential Information” disclosed mutually for
its own use or for any purpose except to carry out discussions concerning, and the undertaking of the
contemplated business initiative in terms of providing services, solution or joint initiative or partnership
with the “Discloser” s business. “Receiver” will not disclose any “Confidential Information” to third
parties, associates or employees except (i) third parties, associates and employees who are required to
have the information in order to carry out the discussions or possibly participate in the contemplated
business initiative of the Discloser and have explicitly agreed to abide by the obligations hereunder with
respect to the treatment of such “Confidential Information”, and (ii) as may be required by applicable
law. “Receiver” agrees that they will take all reasonable measures to protect the secrecy of and avoid
disclosure or use of “Confidential Information” in order to prevent it from falling into the public domain
or the possession of persons other than those persons authorized hereunder to have access to any such
information. Such measures shall include at the least the same degree of care that the “Receiver”
utilizes to protect its own “Confidential Information” of a similar nature. “Receiver” agrees to notify the
“Discloser” in writing of any misuse or misappropriation of “Confidential Information” of which may
come to either “Parties” attention.

5. ACKNOWLEDGEMENT

The “Receiver” acknowledges that the restrictions, prohibitions, and other provisions in this Agreement
are reasonable, fair, and equitable in scope, terms and duration, are necessary to protect the legitimate
business interests of the “Discloser”, and are a material inducement to both “Parties” to enter into a
joint business association as defined in Section 1. (Recitals).

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6. NO RIGHTS GRANTED

Nothing in this Agreement is intended to grant any rights under any patent or copyright to the
“Receiver”, nor shall this Agreement grant the “Receiver” any rights in or to the “Confidential
Information”, except the limited right to review such “Confidential Information” in connection with the
contemplated investment in the Discloser’s business.

7. TERM

The foregoing commitments of the “Receiver” shall survive any termination of the Agreement or
Relationship between the “Parties”.

8. RETURN OF MATERIALS

Any materials, data or documents which have been furnished by “Discloser” to “Receiver” under this
Agreement or in connection with the contemplated investment in the Discloser’s business discussion or
relationship and which incorporates “Confidential Information” will be promptly returned by “Receiver”,
accompanied by all copies of such documentation, within three (3) days after the earlier of (i) the
Relationship or the discussions with respect thereto have been terminated or (ii) the written
communication of “Discloser”. “Receiver” will be mandated to destroy, purge and remove all data,
materials or documents received in any form by the “Receiver” from “Discloser” which include
“Confidential Information” and confirm such destruction to “Discloser” in writing.

9. INDEMNIFICATION

The “Receiver” agrees to indemnify, defend, and hold harmless the “Discloser” from and against all
claims, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or resulting
from any unauthorized use or disclosure of the Confidential Information by the “Receiver” or any of its
representatives. The indemnity amount shall be no less than USD 100,000. However, in situations where
the damage is estimated to be more significant, the “Discloser” reserves the right to claim a higher
amount corresponding to the actual damages incurred.

10. GENERAL

This Agreement may not be assigned, whether by operation of law or otherwise, without the prior
written mutual consent of both “Parties”. Any attempted assignment without such consent will be void
and of no force and effect. By the nature of the contemplated business association and relationship are
personal and unique and because of access to “Confidential Information”. “Discloser” will have the right
to enforce this Agreement and any of its provisions by injunction, specific performance or other
equitable relief without prejudice to any other rights and remedies for a breach of this Agreement. If
any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be
entitled to reasonable attorneys' fees, costs and expenses in addition to any other relief to which
“Discloser” may be entitled. This Agreement will be governed by and construed in accordance with the
United States of America laws, New York State Jurisdiction. If any provision of this Agreement is for any
reason found to be unenforceable, the remainder of this Agreement will continue in full force and
effect. This Agreement shall be binding upon and for the benefit of the undersigned “Parties” their
successors and assigns. Failure to enforce any provisions of this Agreement by a party shall not
constitute a waiver of any term hereof by such party. Any waiver, modification or amendment of any
provision of this Agreement will be effective only if in writing and signed by the “Parties” hereto.

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11. CONFIDENTIALITY

It is agreed that the “Discloser” s identity, profile, location, business ideas, financial information and
relationship with the “Receiver” will be kept confidential. The “Receiver” will not disclose the existence
of the relationship established by this agreement to any third parties.

12. AGREEMENTS

It is agreed without exception that this agreement solely governs all aspects relating to non-disclosure
and confidentiality as defined above. A separate agreement will be possibly entered into at a later point
in time that will govern and define the specific nature of business association that may come into
existence between the “Discloser” and “Receiver”. No other agreements exist between the “Discloser”
and Receiver” prior to the execution of this agreement.

Signatures:

Samuel HANY ADEEL TAHIR


SWISSMED Health Schweiz AG

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