NON-DISCLOSURE & NON-APPROPRIATION AGREEMENT
This Non-Disclosure & Non-Appropriation Agreement (this "Agreement") is made effective this May 26, 2019 Ijara Marketing, LLC, and SAMAD Group, its affiliates, associates and shareholders, collectively “IMS", of 2531 Jackson Ave, Ste 331, Ann Arbor, MI 48103 USA andof addresswith email address ofand phone numberof and its affiliates (collectively the ‘Counter-party’).
In this Agreement, the party who owns the Confidential Information will be referred to as IMS, and the party to whom the Confidential Information will be disclosed will be referred to as Counter-party.
IMS is engaged in advising the financial services industry and supporting the same with marketing and other services to assist Muslims and other groups with common banking needs in the United States to meet those needs. The advice is based upon specific products developed by IMS and its advisors that are to be consistent with Islamic Sharia’a and supported by relevant rulings called fatawa. Counter-party desires to review Confidential Information in order to review the possibility of a business, licensing or advisory relationship with IMS. Counter-party has represented that Counter-party will protect and not appropriate the confidential material and information that may be disclosed between IMS and its advisors and Counter-party. Therefore, the parties agree as follows:
- CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material that is proprietary to IMS and its advisors inclusive of a transaction flow document dated May 2003 relating to Islamic mortgage products, a related PowerPoint presentation, and a binder comprehensive of all mortgage alternative documents inclusive of origination, processing, closing and post closing on behalf of IMS, whether or not such Information is owned or developed by IMS, which is not generally known other than by IMS and its advisors, and which Counter-party may obtain through any direct or indirect contact with IMS.
a.Confidential Information includes without limitation: business records and plans, market data and surveys, trade secrets, technical information, inventions, product design information, business processes, and other proprietary information.
b. Confidential Information does not include: (a) matters of public knowledge that result from disclosure by IMS, (b) information rightfully received by Counter-party from a third party without a duty of confidentiality, (c) information independently developed by Counter-party, (d) information disclosed by operation of law, (e) information disclosed by Counter-party with the prior written consent of IMS, and (f) any other information that both parties agree in writing is not confidential.
- PROTECTION OF CONFIDENTIAL INFORMATION. Counter-party understands and acknowledges that the Confidential Information has been developed or obtained by IMS its affiliates and advisors by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of IMS which provides IMS with a significant competitive advantage. Therefore, Counter-party agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of IMS.
a. No Copying. Recipient will not copy or modify any Confidential Information without the prior written consent of IMS.
b. Application to Employees and Connected Parties. Further, Counter-party shall not disclose any Confidential Information to any employees or connected parties of Counter-party, except those employees or connected parties who are required to have the Confidential Information in order to perform their jobs and duties in connection with the limited purposes of this Agreement. Each permitted employee or connected party to whom Confidential Information is disclosed may be required to sign a nondisclosure agreement substantially the same as this Agreement at the request of IMS.
c. Unauthorized Disclosure of Information. If it appears that Counter-party has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, IMS shall be entitled to an injunction to restrain Counter-party or its agents and representatives from disclosing, in whole or in part, the Confidential Information. IMS shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
d. Non-Appropriation. Counter-party affirmatively asserts that it has no intention of acquiring Confidential for its own use other than to evaluate a business or investment relationship with IMS.
- RETURN OF OR CERTIFIED DESTRUCTION OF CONFIDENTIAL INFORMATION. Upon the written request of IMS, Counter-party shall return to IMS all written materials containing the Confidential Information, or certify its destruction. Counter-party shall not appropriate any of the materials or information for its own use in contravention of this agreement. Counter-party shall also deliver to IMS written statements signed by Counter-party certifying that all materials have been returned within five (5) days of receipt of the request, or that the same have been destroyed in a manner rendering them of no value to any other party, business or competitor of IMS’s.
- RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership or joint venture.
- NO WARRANTY. Counter-party acknowledges and agrees that the Confidential Information is provided on an AS IS basis. IMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION. IN NO EVENT SHALL IMS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. IMS does not represent or warrant that any product or business plans disclosed to Counter-party will be marketed or carried out as disclosed, or at all. Any actions taken by Counter-party in response to the disclosure of the Confidential Information shall be solely at the risk of Counter-party.
- LIMITED LICENSE TO USE. Counter-party shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. Counter-party acknowledges that, as between IMS and Counter-party, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of IMS, even if suggestions, comments, and/or ideas made by Counter-party are incorporated into the Confidential Information or related materials.
- GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be governed and construed in accordance with the laws of the United States and the State of Nevada and Counter-party consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. Notwithstanding the previous sentence, IMS may assign, delegate or otherwise share or transfer any or all of its rights under this Agreement to any entity formed pursuant to the start-up financial services business targeted to Muslims in the United States and Canada.
By Clicking submit below you, the “Counter-Party” accept the terms of this NDA and agree to be bound by all of its terms and acknowledge that failure to comply with the terms of this NDA will result in prosecution to the fullest extent of the law.
Agreed & Accepted by