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MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement (the “Agreement) by and between Jeen (Jeen), and the customer (Customer”), (each a “Party” and collectively referred to as the “Parties“). This Agreement sets forth the terms and conditions of confidentiality obligations of the Parties for the sharing of Confidential Information for the Purpose (as defined below).

Definitions:

“Confidential Information” means,  any information, data or knowledge of any kind and in any form and however disclosed, presented or displayed, by a Party hereto and/or any of its affiliates (“Disclosing Party”) to the other Party (the “Receiving Party”) and which is not generally available to the public, including  products and services (and any related documentation), computer programs, business information, trade-secrets, methodology, know-how, marketing and other commercial/financial knowledge, techniques, specifications, plans and other proprietary information. Confidential Information shall not include information which the Receiving Party or its Representatives can demonstrate (a) is in or comes into the public domain without fault on the part of the Receiving Party or any of its Representatives; (b) was lawfully known to it prior to its disclosure by the Disclosing Party; (c) is disclosed to the Receiving Party or its Representatives by a third party without breaching of any duty of confidentiality; (d) was independently developed without reference to the Confidential Information; (e) is made available to third parties by the Disclosing Party without restriction on the disclosure of such information; or (f) is approved by the Disclosing Party for release in writing.

“Purpose” means transfer of information between the Parties as an integral part of cooperation and/or a business engagement between them and providing products and services.

“Affiliate” in relation to a Customer, that Customer, any subsidiary or any holding Customer from time to time of that Customer, and any subsidiary from time to time of a holding Customer of that Customer. Reference to holding Customer or a subsidiary means a holding Customer or a subsidiary (as the case may be).

“Representatives” of a Party shall mean such Party’s directors, officers, employees , consultants, agents or advisers (which shall not include a competitor of the Disclosing Party) and any other person that the Disclosing Party has authorized the Receiving Party to disclose the Confidential Information to.

  1. Protection of Confidential Information. The Receiving Party will maintain the Confidential Information in strict confidence and will use at least the same degree of care and discretion it uses to protect the confidentiality of its own confidential, proprietary or trade secret information of similar nature but not less than a reasonable degree of care.
  2. Non-Disclosure and Use of Confidential Information. Except as expressly authorized hereunder, the Receiving Party will not disclose or use or allow others to disclose or use the Confidential Information without the prior written consent of the Disclosing Party. The Receiving Party shall only use the Confidential Information in connection with the Purpose and only disclose the Confidential Information to those of its Representatives who need to have access to same for the Purpose, provided that each of the Representatives to whom the Confidential Information is disclosed is bound by confidentiality obligations no less restrictive than those contained herein and the Receiving Party agrees to enforce any such undertaking. Notwithstanding the above, the Receiving Party acknowledges that it shall be responsible for any breach of any of the provisions of this Agreement by any of its Representatives, including after termination of their employment or engagement, as the case may be.
  3. Required Disclosure. If the Receiving Party or any of its Representatives receives a request or order for disclosure of Confidential Information from any court, tribunal, government department or agency or other official body, or if the Receiving Party believes disclosure is otherwise required under applicable law, if legally permissible, it shall promptly notify the Disclosing Party and shall cooperate with the Disclosing Party (at the Disclosing Party’s expense) in seeking a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy, the Receiving Party or any of its Representatives is legally compelled to disclose Confidential Information, it may disclose only that portion of the Confidential Information which is legally required to be disclosed.
  4. Unauthorized Disclosure. The Receiving Party shall notify the Disclosing Party immediately in writing upon becoming aware that any Confidential Information has been disclosed to an unauthorized third party and assist the Disclosing Party in remedying such unauthorized disclosure.
  5. Return of Confidential Information. Upon the earlier of (i) the Disclosing Party’s request and (ii) termination or expiration of this Agreement for any reason, the Receiving Party shall immediately cease use of the Confidential Information and return and deliver to the Disclosing Party all copies of the Confidential Information in its or its Representatives’ possession, or destroy all document or other material in tangible form that contains Confidential Information of the Disclosing Party, and upon request, the Receiving Party will confirm in writing that the Receiving Party has complied with the terms herein and has retained no copies of the Confidential Information, in any form, other than any portions of such records as are required by law or in accordance with its formalized information retention policies. Any copies of Confidential Information so retained shall continue to be subject to the terms of this Agreement for as long as such copies are retained.
  6. Ownership of Information. All right, title and interest in the Confidential Information is and shall remain the exclusive property of the Disclosing Party, and no license or any rights under any patent, patent application, trade secret, copyright, design right or any intellectual property or similar right are implied or granted under this Agreement. The Receiving Party shall not, and shall not permit any third parties to, modify, reverse engineer, decompile, or disassemble any part of the Confidential Information, or create derivative works or developments based thereon.
  7. Term and Survival. The term of this Agreement shall be three (3) years from the date hereof. With regard to Confidential Information disclosed during the term of this Agreement, the undertakings of confidentiality contained herein shall survive termination and/or expiration of this Agreement.
  8. NO WARRANTIES. ALL CONFIDENTIAL INFORMATION IS DISCLOSED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS, OPERABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE CONFIDENTIAL INFORMATION. EACH OF THE DISCLOSING PARTY AND ITS REPRESENTATIVES EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY THAT MAY BE BASED UPON THE CONFIDENTIAL INFORMATION, ERRORS THEREIN OR OMISSIONS THEREFROM.
  9. No Obligation to Disclose; No Relationship. Nothing herein shall be interpreted as an obligation of the Disclosing Party or any of its Representatives to disclose Confidential Information. No partnership, joint venture, employer-employee, agency or any other relationship between the parties hereto is contemplated or created hereby.
  10. Equitable Relief. It is understood and agreed that monetary damages may be inadequate to compensate the Disclosing Party for any breach of this Agreement and that, in addition to any other remedies that may be available, the Disclosing Party shall be entitled to seek from any court of competent jurisdiction injunctive relief against the breach or threatened breach of this Agreement. in addition to all other remedies available.
  11. Entire Agreement; Amendment; Assignment; Delays. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof, supersedes any and all other agreements of the Parties concerning Confidential Information and can only be amended in a writing signed by both Parties. The Receiving Party may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Disclosing Party; provided, that either Party may assign this Agreement and any of its rights or obligations hereunder to any of its affiliates or in the event of a merger, sale, acquisition, amalgamation, change of control, corporate restructuring, or sale of all or substantially all of its assets and/or stock, or any similar transaction without such prior written consent. Any purported assignment not permitted hereunder shall be null and void. Should any provision of this Agreement be held by a court of law to be illegal, invalid or unenforceable, such illegal, invalid or unenforceable provision shall be replaced with a valid and enforceable provision which will achieve the same result (to the maximum legal extent) as the provision determined to be illegal, invalid or unenforceable and the remaining provisions of this Agreement shall not be affected or impaired thereby. The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
  12. Governing Law; Jurisdiction; Jury Waiver. This Agreement is to be construed in accordance with and governed with respect to a Customer in i) Israel: by the laws of Israel without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced only in the courts of Tel Aviv, Israel; ii) USA: Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and the state or federal courts located in New York County, State of New York shall have exclusive jurisdiction; iii) Eurpoe: Agreement shall be governed by, and construed in accordance with, the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction; iv) Asia: the laws of the Republic of Singapore and courts of Singapore (including the Singapore International Commercial Court (SICC)) shall have exclusive jurisdiction.

Each Party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such legal suit, action or proceeding.

  1. Counterparts; Titles. This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original but all the counterparts together constitute the same document.