The Disclosing Party intends to share confidential information with the Recipient for the purpose of evaluating a potential investment in Ra2yee (the "Purpose"). This Agreement governs the Recipient's handling of any such information.
"Confidential Information" means any and all non-public information disclosed by the Disclosing Party to the Recipient, in any form or medium, including but not limited to: business plans, financial projections, pricing, product roadmaps, pilot and client pipelines, panel and user metrics, technology architecture, methodology, know-how, trade secrets, commercial strategy, personal information of founders and team members, and any materials derived from or based upon such information.
Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Recipient; (b) was lawfully in the Recipient's possession prior to disclosure and without obligation of confidentiality; (c) is independently developed by the Recipient without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.
The Recipient agrees to:
The Recipient may disclose Confidential Information only to its own attorneys, accountants, or investment advisors who have a legitimate need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement. The Recipient remains fully responsible for any breach by such advisors.
Nothing in this Agreement shall be construed as granting the Recipient any license, ownership, or rights of any kind in the Confidential Information, or in any intellectual property owned by the Disclosing Party. All Confidential Information remains the sole and exclusive property of the Disclosing Party.
Upon written request by the Disclosing Party, or upon decision not to proceed with an investment, the Recipient shall promptly destroy or return all Confidential Information in its possession, including any copies, notes, summaries, or derivative works, and shall confirm such destruction in writing if requested.
This Agreement shall remain in effect for a period of five (5) years from the date of acceptance, except that obligations with respect to trade secrets shall continue for as long as the information remains a trade secret under applicable law.
Neither party is obligated to enter into any business relationship, investment, or transaction as a result of this Agreement. Any such relationship, if any, shall be governed by a separate written agreement.
The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate, and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies, in addition to all other remedies available at law, without the necessity of posting a bond.
This Agreement shall be governed by and construed in accordance with the laws of the Arab Republic of Egypt. Any dispute, claim, or controversy arising out of or relating to this Agreement, its breach, interpretation, or enforcement, shall be subject to the exclusive jurisdiction of the competent courts of Cairo, Egypt.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, agreements, or representations, whether oral or written.
By ticking the agreement box on the Ra2yee access form, the Recipient confirms having read, understood, and accepted the terms of this Agreement. Electronic acceptance shall have the same legal effect as a handwritten signature under the laws of the Arab Republic of Egypt.
For questions regarding this Agreement, please contact hello@ra2yee.com.