1. Effective Date and Parties

This non-disclosure agreement (the “agreement”) is entered into on the 12th  Day of October, 2021.(“Effective Date”), between Yochai Harrus of ___________________________address (the “Disclosing Party”) and_____________________________ of __________________________________address(the “Receiving Party”). Disclosing Party and Receiving Party may each be referred to as a “Party” or collectively as the “Parties” in this agreement.

This Agreement shall assure the protection and preservation of confidential information to be disclosed or made available by the Disclosing Party (or their Representatives) to the Receiving Party (or its Representatives). It may be enforced directly by or against such Representatives. As an express condition to each Party hereto disclosing Confidential Information (as defined herein) to any other Party hereto and in consideration of the mutual covenants and conditions herein, the Parties agree as follows:

  1. Confidential Information

“Confidential Information” means all information in whatever form, tangible or intangible, whether disclosed to or learned by the Receiving Party, pertaining in any manner to the business of the Disclosing Party and whether or not labeled as confidential by the Disclosing Party. “Confidential Information” includes, without limitation, the following:

  1. Development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements;
  2. Information about costs, profits, markets, and sales;
  3. Plans for future development and new business concepts;
  4. All documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means that have been or will be given to the Receiving Party by the Disclosing Party, as well as written or verbal instructions or comments; 
  5. All introductions for funding sources, venture partners, individuals, banks, financial institutions, or anyone introduced directly or indirectly by the Disclosing Party to the Receiving Party seeking funding or the sale of all or part of their business or entities through which such individual or entity does business, as well as the Disclosing Party’s ideas regarding potential transactions, include those set out in Schedule 1, attached, and any new introductions added to Schedule 1, by written notification (acknowledged emails will be considered written notification); and 
  6. All other information or material that is marked or identified as “confidential” or “proprietary” or that is otherwise disclosed under circumstances that would lead a reasonable person to understand that such information is confidential or proprietary.

Confidential information also includes any analyses, compilations, studies, or other material or documents prepared by the Receiving Party which contain, reflect, or are based, in whole or in part, on the confidential information disclosed by the Disclosing Party.

  1. Obligations of the Receiving Party
  • The Receiving Party and their representatives may use the confidential information only for fulfilling their obligations under the contract with the Disclosing Party and for no other purpose.
  • The Receiving Party shall hold all Confidential Information in strict confidence. It shall not disclose any Confidential Information to any third party without the prior written approval of the Disclosing Party.
  • The Receiving Party may share the confidential information with their representatives named in writing by the Receiving Party and approved in writing by the Disclosing Party, who need to know it in connection with their contract with the Disclosing Party and only if they have agreed in writing to keep the information confidential on terms no less protective of the confidential information than the terms contained in this Agreement.
  • The Receiving Party shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Confidential Information; provided, however, that such measures shall be no less stringent than measures taken to protect its own confidential and proprietary information. 
  • The Receiving Party shall promptly notify the Disclosing Party of any unauthorized disclosure of the confidential information or any other breach of this Agreement by such Party or, to such Party’s knowledge, or by its representatives.
  • The Receiving Party shall return to the Disclosing Party materials in their possession pertaining to confidential information such as all records, notes, and other written, printed, or tangible materials immediately if the Disclosing Party requests it.
  • Each Party agrees that it will not interfere with any business of the other Party through the use of any Confidential Information acquired hereunder nor use any Confidential Information for its purposes, other than as allowed herein.
  • The Receiving Party acknowledges and agrees that the Disclosing Party is neither responsible nor liable for any business decisions made by the Receiving Party in reliance upon any Confidential Information disclosed pursuant hereto.
  1. Exclusion from Confidentiality Treatment

Confidential information shall not include information or material that:

  1. Is in the public domain at the time of the Disclosing Party’s transmittal thereof to the Receiving Party; 
  2. Is entered in the public domain through no fault of the Receiving Party after the time of the Disclosing Party’s communication thereof to the Receiving Party;
  3. Was in the Receiving Party’s possession, free of any obligation of confidence, at the time of the Disclosing Party’s communication thereof to the Receiving Party; 
  4. Was rightfully communicated to the Receiving Party free of any obligation of confidence after the time of the Disclosing Party’s communication thereof to the Receiving Party;
  5. Is independently developed by the Receiving Party without reference to the confidential information, and the Receiving Party has evidence of such independent development;
  6. Was known to the Receiving Party or its representatives free of restriction before receipt from the Disclosing Party; and
  7. Receiving Party or its representatives may disclose confidential information when compelled to do so by a valid court order or other governmental body, provided Receiving Party provides prompt prior notice to Disclosing Party if allowed.

The exceptions above do not exempt the Receiving Party from owing compensation to Disclosing Party, as specified elsewhere herein or in other agreements with the Disclosing Party, for Disclosing Party-related introductions of individuals or entities with whom the Receiving Party subsequently undertakes, directly or indirectly, any sort of business venture.

  1. Ownership, Disclaimer of Warranty

Each of the parties hereto retains title to its respective Confidential Information and all copies thereof. The Receiving Party hereby acknowledges that the Confidential Information is proprietary to the Disclosing Party. Any party makes no representations or warranties as to the sufficiency, usefulness, accuracy, completeness, or results of the use of any Confidential Information disclosed hereunder.

  1. Term

The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as confidential information or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

  1. General Provisions 
  • This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. 
  • If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted to best effect the Parties’ intent.
  • If any ambiguity is found in the Agreement or various documents forming this Agreement, the Parties shall issue any necessary clarification or instruction.
  • Except where otherwise provided, failure by either Party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them.
  • The article and section headings in this Agreement are for convenience; they form no part of this Agreement and shall not affect its interpretation.
  • Any reference to the singular includes the plural and vice versa, and the male gender includes the female gender and vice versa.
  • This Agreement may not be amended except in writing signed by both Parties.
  • No party hereto may terminate or assign its obligations hereunder, except that either Party may assign its rights and obligations hereunder to an affiliate that agrees to meet the obligations in writing. 
  • Each Party represents and warrants that it has no obligation that would preclude its compliance with this Agreement.
  • This Agreement contains the entire Agreement between the parties concerning the subject matter hereof and supersedes all prior proposals, agreements, representations, and understandings.
  • This Agreement shall be governed by the laws of Israel (without giving effect to conflicts of law rules).
  • This Agreement may be executed in separate counterparts, each of which shall be an original, but all of which taken together shall constitute the same instrument. A facsimile executed copy of this Agreement or email PDF or other form of email shall be the same as an original signature.
  • Any notice required to be given under the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when received as a consequence of any effective method of delivery at the addresses above-stated or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

Wherefore, the parties hereto have affixed their signatures below as acceptance of the terms and conditions above and as of the date above.

Name Yochai Harrus Name

(Signature) (Signature)

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