KORCIEL Non-Disclosure Agreement (NDA)

1. Introduction

This Non-Disclosure Agreement ("Agreement") is entered into by and between Korciel ("Disclosing Party") and the recipient ("Receiving Party") as of the effective date stated above. The purpose of this Agreement is to protect the confidential and proprietary information disclosed between the parties during the course of business discussions and potential collaboration.

Both parties acknowledge that any confidential information shared under this Agreement is sensitive and proprietary, and agree to uphold the highest standards of confidentiality and care in its handling.

2. Definition of Confidential Information

"Confidential Information" shall mean any and all technical, financial, commercial, or other information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, but is not limited to, business plans, product designs, customer data, pricing, marketing strategies, proprietary formulas, trade secrets, financial statements, and any other non-public information.

3. Obligations of Receiving Party

• The Receiving Party shall use the Confidential Information solely for the purpose of evaluating or engaging in business discussions with the Disclosing Party.
• The Receiving Party agrees to maintain the confidentiality of the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.
• The Receiving Party shall not disclose Confidential Information to any third parties without the prior written consent of the Disclosing Party.
• The Receiving Party shall restrict access to the Confidential Information to its employees, agents, or representatives who need to know such information for the permitted purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• The Receiving Party agrees to promptly notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information.

4. Exclusions from Confidential Information

The obligations under this Agreement shall not apply to any information that:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party;
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
• Is rightfully received from a third party without breach of any confidentiality obligation;
• Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party to enable a protective order or other appropriate remedy.

5. Term and Termination

This Agreement shall commence on the effective date and shall continue in effect until terminated by either party with thirty (30) days written notice to the other party. Notwithstanding termination, the Receiving Party's obligations with respect to Confidential Information disclosed during the term shall survive for a period of five (5) years following the date of disclosure.

6. No License or Ownership Rights

Nothing in this Agreement shall be construed as granting any license or ownership rights, by implication, estoppel, or otherwise, under any patent, trademark, copyright, or other intellectual property right of the Disclosing Party.

All Confidential Information shall remain the sole property of the Disclosing Party and the Receiving Party shall have no rights therein except as expressly set forth herein.

7. Remedies

The Receiving Party acknowledges that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be insufficient. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies, without the necessity of posting bond, in addition to any other remedies available at law or in equity.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Lebanon without regard to its conflict of law principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Beirut, Lebanon.

9. Miscellaneous Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
• Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties.
• Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Failure or delay by either party to enforce any right under this Agreement shall not constitute a waiver of that right.
• Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.