ArawakX Non-Disclosure Agreement
Summary of ArawakX Non-Disclosure Agreement
The Parties will:
1. Keep all information received private.
2. Not share any non-public information with any other person.
3. Platform has legal right to share information with you.
4. That Recipient will destroy any materials presented to you upon the platforms request.
5. The platform will disclose information as required by law.
6. There is NO obligation to invest in any offering.
7. Any damages will be difficult to quantify.
8. Neither party can Assign their rights to a third Party.
9. Governing Law will be the Commonwealth of the Bahamas. Either party can opt for arbitration.
To read the full agreement scroll down.
ArawakX Non-Disclosure Agreement
This Non-Disclosure Agreement (“Agreement”) is entered into as of TODAY (“Effective Date”), between Mdollaz Ltd t/a ArawakX Platform (“Platform”) and THE NAMED RECIPIENT (“Recipient”). Platform and Recipient are sometimes referred to herein as the “Parties” or, singularly, as a “Party.”
Recipient is considering whether to make an investment in a offering sponsored by Platform or establish a managed account or similar vehicle with Platform (“Purpose”). In consideration for and as a condition of Platform’s furnishing information to Recipient in connection with the Purpose, Platform and Recipient hereby agree as follows:
1. Confidential Material.
(a) Recipient agrees to keep confidential any and all information provided by or on behalf of Platform to Recipient on or after the Effective Date in connection with the Purpose (“Confidential Material”). However, the term “Confidential Material” shall be deemed to exclude all information that (i) is or becomes generally available to the public through no action of Recipient (including Recipient’s trustees, directors, investment committee members, employees, affiliates, agents and representatives of its legal and accounting advisors (collectively, “Representatives”)), (ii) is developed by or on behalf of Recipient or in its possession prior to receipt of relevant information by or on behalf of Platform, or (iii) is developed independently by or on behalf of Recipient without reference to the Confidential Material as shown by evidence thereof.
(b) Recipient shall ensure that each Representative is obligated to protect the confidentiality of the Confidential Material in a manner no less protective of Platform than under the terms of this Agreement, and Recipient is responsible for any disclosure made by a Representative that would be in violation of this Agreement if made by Recipient.
(c) The Platform acknowledges and agrees that it will not knowingly furnish to Recipient any material non-public information relating to any issuer of publicly traded securities, whether with respect to the Platform’s portfolio companies or otherwise. If, notwithstanding the foregoing, Platform inadvertently or otherwise discloses any material non-public information (or information which Platform believes or suspects may constitute such) to Recipient, Platform shall notify Recipient as soon as reasonably practicable in writing and prominently and specifically identify the information which may constitute such material non-public information, and then promptly notify Recipient once the Platform has knowledge that such information has been made public.
(a) Other than to its Representatives, Recipient shall not disclose such Confidential Material to any third party without Platform’s prior written consent (in Platform’s sole discretion), provided that nothing in this Agreement will prevent Recipient from disclosing Confidential Material (i) as required by law, rule, regulation, other legal process or the rules of any national stock exchange applicable to such person or any of its affiliates, or (ii) that is or has become publicly available without breach of this Agreement by Recipient.
(b) Without Recipient’s prior written consent in each instance, Platform will not disclose to any third party or person not affiliated with Platform the fact that Recipient has entered into this Agreement or is assessing the Purpose.
3. Representations and Warranties.
To the extent, if any, that Confidential Material includes or reflects information of one or more third parties, Platform represents and warrants to Recipient that Platform has the legal right to share such information with Recipient pursuant to the terms hereof.
4. Further Undertakings.
Upon Platform’s written request, Recipient will destroy all Confidential Material in a manner consistent with its internal policies and procedures for document destruction, and instruct Representatives to whom Recipient has disclosed, or who are in possession of, such information to destroy it in a manner consistent with the Representative’s respective internal policies and procedures for document destruction; provided, however, that notwithstanding the foregoing, to the extent required by law, rule or regulation or in accordance with Recipient’s existing internal record keeping or archiving policies, Recipient is entitled to retain, in accordance with the terms of this Agreement, copies of any Confidential Material received by Recipient in connection with its evaluation of the Purpose. The absence of a request by the Platform to destroy Confidential Material shall have no impact on Section 13 (“Term”) below.
5. Required Disclosure.
If Recipient or any Representative is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, regulatory review, or other process) to disclose Confidential Material, Recipient will, to the extent permitted by laws, rules or regulations affecting Recipient, timely notify Platform thereof to the extent reasonably practicable in the circumstances.
6. No Obligation.
The Parties acknowledge that the transfer of Confidential Material does not constitute an agreement to enter into any investment-related or other agreement between the Parties. Neither Party is obligated to consummate the Purpose by reason of this Agreement. Each Party expressly reserves the right, in its sole discretion and at any time, to terminate discussions and negotiations with the other Party or to negotiate with one or more other persons or entities and enter into a definitive agreement for a transaction with such other persons or entities without prior notice to the other Party or any other person or entity.
7. Remedies and Waiver.
Monetary damages may not be a sufficient remedy for any actual or threatened breach of any of the provisions of this Agreement, and either Party may seek specific performance and injunctive and other equitable relief as a remedy for any such breach. It is further understood and agreed that no failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
This Agreement shall be binding solely upon and inure to the benefit of the Parties hereto and their respective successors and assigns. Any assignment of this Agreement by either Party without the prior written consent of the other Party shall be void.
9. Governing Law.
Except as provided in paragraph (b), this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of the Bahamas without regard to conflict of laws principles. Recipient and Platform irrevocably and unconditionally consent hereby to submit to the nonexclusive jurisdiction of the Commonwealth of the Bahamas for any action, suit or proceeding arising out of or relating to this Agreement and hereby further irrevocably and unconditionally waive and agree not to plead in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
(b) At the request of either party the dispute will finally be settled under the Rules of Arbitration of IWHAAM (International and Western Hemisphere Arbitration, Adjudication and Mediation Centre). The issues concerning the potential contractual breach will be decided by three arbitrators. One appointed by each, and the two chosen arbitrators choosing the chair, in accordance with the IWHAAM Rules. The only limitation of the selection of arbitrators is that an arbitrator must act independently and must not have a conflict of interest. Should arbitrators need to be removed or replaced, this shall be done in accordance with IWHAAM rules. The seat of the arbitration will be IWHAAM. The arbitration can occur in person or over zoom or similar digital platform, in accordance with the recommendation of IWHAAM and the current health and safety protocols. All Arbitration proceedings shall occur in English and the law governing the Arbitration shall be the laws of the Commonwealth of The Bahamas. Both parties will provide for the Arbitrators any necessary documentation requested so that the Arbitrators can come to a speedy resolution of the dispute. Should either party refuse to produce requested documentation, it may be viewed by the arbitrators as a deliberate attempt to frustrate the process. The results and proceedings of any alternative dispute resolution including subsequent arbitration shall be kept confidential between all involved parties. The costs of all alternative dispute resolutions shall be borne equally by both parties. In the event of a judgement, both parties will still pay equal costs. The judgement of arbitration is final and if necessary the judgement will be enforced in accordance with provisions found in the Arbitration Act 2009.
If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be deemed deleted here from to the minimum extent necessary to cure such violation.
11. Independent Contractors.
Recipient and Platform are independent contractors, and nothing contained in this Agreement shall be construed to constitute Recipient and Platform as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
The terms and conditions of this Agreement, and all obligations of confidentiality contained herein, shall expire 6 months after the Effective Date or the consummation of the Purpose, if earlier.
13. Entire Agreement; Amendments.
This Agreement contains the entire agreement between Platform and Recipient concerning the subject matter hereof, and merges all prior negotiations and drafts of the Parties, pertaining to the subject matter hereof. To the extent that any dataroom access agreement or other “click-on” or other agreement provided by or on behalf of Platform contains terms inconsistent or contrary to the terms hereof, the terms hereof shall govern. This Agreement may only be modified or waived by separate writing by the Parties hereto, expressly modifying or waiving such agreement.
If Recipient is in agreement with the foregoing, please click “I agree to the terms of this ArawakX Non-Disclosure Agreement.”