Non-Disclosure Agreement

Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is entered into as of the date of electronic acceptance by and between iDoc Investment Group Ltd. ("Disclosing Party") and the registered investor ("Receiving Party"). By clicking the checkbox indicating agreement to this Non-Disclosure Agreement on the iDoc Investment Group Ltd. investor portal, you ("Receiving Party") agree to the terms and conditions set forth below:

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" includes all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Confidential Information also includes, but is not limited to, the following types of information, whether or not such information is marked as confidential:

  • • Business plans, strategies, and operations.
  • • Financial information, projections, and statements.
  • • Investor details and investment terms.
  • • Marketing and development plans.
  • • Proprietary software, algorithms, and technology.
  • • Employee, customer, and vendor information.
  • • Intellectual property, including trade secrets, patents, and copyrights.
  • • Any other information that, if disclosed, could be detrimental to the Disclosing Party.

2. Obligations of Receiving Party

Receiving Party shall:

  • • Hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
  • • Carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and ensure that those persons sign nondisclosure restrictions at least as protective as those in this Agreement.
  • • Use the Confidential Information solely for the purpose of evaluating potential investment opportunities or as otherwise authorized in writing by the Disclosing Party.
  • • Not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.
  • • Return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

  • • Is or becomes publicly known through no wrongful act of the Receiving Party.
  • • Is received from a third party without breach of any obligation of confidentiality.
  • • Is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.
  • • Is disclosed pursuant to the lawful requirement or request of a governmental entity or court of competent jurisdiction, provided that prompt notice of such requirement or request is given to the Disclosing Party to enable it to seek a protective order or otherwise prevent or restrict such disclosure.

4. Time Periods

The nondisclosure 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 a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

5. No License

Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information except as expressly provided herein. All intellectual property rights associated with the Confidential Information remain the sole property of the Disclosing Party.

6. Relationships

Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer, or employee of the other party for any purpose.

7. No Warranty

All Confidential Information is provided "AS IS" and without any warranty, express, implied, or otherwise, regarding its accuracy or performance.

8. Remedies

Both parties agree that any violation or threatened violation of this Agreement may cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to obtain injunctive relief in addition to all legal remedies. The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from any damage, loss, cost, or expense (including attorneys' fees) arising or resulting from any unauthorized use or disclosure of the Confidential Information.

9. Return of Materials

Upon termination of discussions between the parties, or upon the Disclosing Party’s request, the Receiving Party shall promptly return all documents and other tangible materials representing the Confidential Information and all copies thereof.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and supersedes any prior or contemporaneous oral or written agreements concerning such matters. This Agreement may be amended or modified only with the mutual written consent of the parties.

11. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

12. Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

13. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, and the parties consent to the exclusive jurisdiction of the courts of the United Kingdom.

15. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Electronic signatures and scanned copies of signatures shall be considered as originals for the purposes of this Agreement.

Electronic Acceptance

By clicking “Submit & Verify" on the iDoc Investment Group Ltd. investor portal, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Non-Disclosure Agreement.