This Non-Disclosure Agreement (the “Agreement”), entered into on___________________________ (the
“Effective Date”), is made by and between , and
(“Participant”) for the purpose of evaluating and negotiating a possible
affiliation between them (the “Purpose”). Each party (in such capacity, as a “Disclosing Party”) anticipates
disclosing or granting access to Confidential Information (as defined below) to the other party (in such
capacity, as a “Receiving Party”) on the terms and conditions set forth in this Agreement. As an essential
condition to disclosing or providing access to any such information, the parties agree as follows:
1. Confidential Information. “Confidential Information” means any written, recorded, digital, audible,
visual or oral information or physical items of the Disclosing Party relating to a party's trade secrets, concepts
and intellectual property relating to application of artificial intelligence to generate, increase and promote retail
sales and the business, operations, strategy, customers and potential customers, products or technology which
(i) in the case of digital, written or recorded information, is designated as confidential, proprietary or the like,
(ii) in the case of information disclosed orally or visually, is identified as confidential or proprietary at the time
of disclosure, or (iii) would reasonably be understood to be confidential based on the nature of the information
or the circumstances of disclosure.
2. Exceptions. “Confidential Information” shall not include information that the Receiving Party can
sufficiently show (i) was publicly known at the time of its disclosure hereunder or became publicly known
through no fault of the Receiving Party, (ii) was lawfully received by the Receiving Party from a third party who
is not breaching any confidentiality obligations owed to the Disclosing Party, (iii) was independently
developed by the Receiving Party without use of or reliance on any Confidential Information. or (iv) was
required to be disclosed under applicable law or regulation or a court order, provided that the Receiving Party
gave the Disclosing Party prompt written notice of such requirement so that the Disclosing Party may have
sought a protective order or other appropriate legal or equitable remedy to prevent or minimize such disclosure.
3. Non-Use and Non-Disclosure. The Receiving Party shall not disclose, copy, allow to be disseminated,
or use any Confidential Information, other than for the Purpose, without the prior written consent of the
Disclosing Party and then only to the extent specified in such consent. Confidential Information may be
disclosed by the Receiving Party in connection with the Purpose only on a need-to-know basis to such
Receiving Party's employees, independent contractors, affiliates, and other agents (collectively,
“Representatives”) who have entered into written confidentiality agreements that are at least as restrictive as
this Agreement, provided that the Receiving Party shall be principally liable for any breach of this Agreement
by its Representatives. The Receiving Party may not modify, adapt, reverse engineer or recreate any hardware,
software or documentation provided by the Disclosing Party.
4. No License orWarranties. The Receiving Party agrees that it shall not receive any right, title or interest
in, or any license or right to use (except as permitted herein), the Confidential Information or any patent,
copyright, trade secret, trademark or other intellectual property rightstherein, by implication or otherwise. The
Disclosing Party makes no warranties or representations, express or implied, concerning its Confidential
Information.
5. Irreparable Harm. The Receiving Party acknowledges that a violation of this Agreement would cause
irreparable harm to the Disclosing Party for which no adequate remedy at law exists, and the Receiving Party
therefore agrees that, in addition to any other remedies available, the Disclosing Party shall be entitled to seek
injunctive relief to enforce the terms of this Agreement.
Abu Maitham Investment Company W.L.L
Flat 24, Building 122, Road 5103, Block 351, P.O. Box 33180 Manama,Kingdom of Bahrain.
28th August, 2022
6. Return of Information. Upon the Disclosing Party's written request, the Receiving Party will
promptly return or destroy all Confidential Information. To the extent that Confidential Information was
provided on physical media, e.g., CD, DVD, flash drive, such physical media shall be returned or
destroyed in a manner such that the Confidential Information may not be obtained through any means.
Notwithstanding the foregoing, (a) the Receiving Party shall be permitted to retain one copy of such
materials as may be necessary to document its consideration of any Purpose solely for archival, litigation
purposes, and as may be required by law; and (b) neither the Receiving Party nor any of its
representatives shall be required to destroy or erase any electronic copy of such materials that is stored
pursuant to such person's standard electronic backup and archival procedures. All Confidential
Information that is not returned or destroyed shall remain subject to this Agreement for so long as such
materials are retained. Upon request, a party will certify in writing its compliance with this Section.
7. Term and Termination. This Agreement shall commence on the Effective Date and
continue for a period of ten (10) years thereafter. Either party may terminate this Agreement for any
reason upon thirty (30) days prior written notice to the other party. Subject to paragraph 2, the Receiving
Party's non-use and non-disclosure obligations shall survive the expiration or termination of this
Agreement and continue in perpetuity or until an exception set forth in paragraph 2 applies.
8. General. This Agreement shall be binding on both parties and their respective successors and
permitted assigns and shall be governed by the laws of the Kingdom of Bahrain without regard to
conflict of laws principles. Neither party may assign its rights or delegate its duties or obligations under
this Agreement without the other party's prior written consent, such consent not to be unreasonably
withheld, conditioned or delayed. In the event that any provision of this Agreement shall be invalid,
illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions
shall in no way be affected or impaired thereby. This Agreement supersedes all other prior agreements,
oral or written, and all other communications between the parties relating to the subject matter contained
herein.
Participant
)
Signed by:............................................ Signed by:.......................................
Title:.................................................... Title:...............................................
Date:................................................... Date:................................................
by firefly » Sun Aug 21, 2022 1:27 am 
