BNDAI (EN)

Business and Non-Disclosure Agreement
(For Investor)

This confidentiality and non-disclosure agreement is made and entered into on the aforementioned date between:

First Party:

Mr. Salem Al-Masrahi (Virtual Community Investment Company) – Saudi National – Email: salemgrp@gmail.com – Mobile Number: 966503844438

Second Party:

Introduction

Given the existence of a local and international financing gap (*According to official statistics, the financing gap in the Kingdom of Saudi Arabia amounted to 350 Billion Riyals for the year 2023), Virtual Community Company in alliance with Positive Vibes Co. launched a periodic  Meet-up called “PV” to partially contribute to an alternative parallel solution that brings together the project owner & the investor wishing to enter as an official partner in accordance with the official terms & procedures followed, Virtual Community Company seeks to invest by reconciling the two parties on a basis that takes into account the common interests of all three parties (the Virtual Community Company, the investor wishing to enter as a partner and the project owner) and in return for its efforts in reconciling the two parties, Virtual Community Company aims to obtain official shares in these projects from both parties as a preferred initial option with the option of obtaining a specific financial return (percentage) within this agreement instead of obtaining shares from both parties within a friendly negotiation framework if neither party wishes to grant the Virtual Community Company an official share in the proposed project

The Virtual Community Company has drafted this electronic agreement to preserve the rights of all parties who signed it electronically within the terms explained below

Article One:

The second party knows that the introduction to this agreement is the basis upon which all the following articles were built and fully comprehended what was stated in the introduction before signing it electronically and obtaining his own copy via his entered email.

Article Two: Limits of legal liability and rights of both parties

  • 1- The second party acknowledged that the first party is making efforts to bring the best investment opportunities and allocates a budget and supports the opportunity owner in many aspects, including designing a landing page for the opportunity owner, a promotional video, a professional brochure, marketing content, and publishing his project through the virtual community WhatsApp groups that include thousands of investors, as well as through social media platforms, and helping to evaluate and develop the presentation (Pitch-deck) to match the accepted standards and other services. It is also responsible for hosting the periodic “Indenture” Meet at its headquarters in Riyadh. All these efforts are made so that you can receive the opportunity with ease and simplicity.at Virtual Community Company venue in Riyadh.
  • Upon the success of the first party’s endeavor to complete a partnership between the two parties, the second party undertakes to give the first party either An official share to enter as an official silent partner in the project offered, provided that it is agreed upon amicably, or undertakes to pay 5% of the value of the entry amount if it is more than one million Saudi riyals and 10% if it is less than one million riyals,
  • In the event that the second party evades implementing what is mentioned in paragraph (2) of the second clause, the first party has the right to resort to the judiciary to obtain its rights specified in this agreement
  • The first party does not guarantee in any way, does not promise, and does not guarantee the entry of a partner or partners in the opportunity offered by the second party, but promises to make a distinctive effort to link what the second party offers and the potential partner to achieve a mutual benefit that benefits all parties,
  • Each party must verify the accuracy of the data and information presented, and each party bears all consequences that may arise in the event that the data and other documents and files presented are incorrect,

Article Three: Definition of confidential information

According to what is known and practiced in terms of dealing with information classified as “confidential”, all information presented and discussed by the first party with the second party (in general and in detail) remains confidential Confidentiality between them and both parties undertake to maintain it and this also applies to information obtained by the second party with the intention of cooperation and the possibility of entering into a commercial relationship such as a partnership or any options that the two parties may discuss after signing this agreement electronically, whether in person or remotely or through intermediaries, in writing, orally or photographed or information embodied in electronic form related to prototypes or data of future or proposed services, knowledge, actual or expected research, development, services, operations, concepts, ideas and designs, customer lists, markets, sales and marketing, plans and copyrights, charts, computer programs, studies, ongoing business operations, confidential banking information, future business operations, pricing, strategies, financial statements, future business plans, confidential information disclosed by the first party to the second party and any other unregistered information of commercial or financial value.

Article Four: Commitment to Maintain Confidentiality

All types of data and information circulated between the two parties and referred to in the second clause are characterized by privacy and fall under “important and highly confidential” and are dealt with on this basis. It is not authorized to be circulated outside the borders of the parties signing this agreement or for purposes other than its purposes, as it is highly confidential and sensitive data and information in all its technical, financial and administrative aspects.

Article Five: Limits on the Use of Confidential Information

The two parties undertake to maintain the continuity of this agreement and adhere to the purpose for which this agreement was concluded, and they undertake to maintain the confidentiality of the information circulated between them strictly.

Article Six: Commitment to Non-Disclosure after Termination of the Agreement

In the event that this agreement is suspended for any reason and at any time upon the request of either party, the two parties undertake to continue to maintain the confidentiality of information and data and not to disclose them, and they undertake not to compete with each other during the validity of this agreement and even after its termination. In the event that an agreement or consensus is not reached on what is proposed, whether an idea, vision, direction, project or other proposals, the second party undertakes to deliver all papers and documents (paper or electronic) to the first party related to what was proposed (if any are in his possession).

Article Seven: Responsibility for breach of the agreement

Each party shall bear full responsibility for compensating for any damages that may occur if such disclosure is officially and documentedly proven in accordance with the controls and provisions of the competent authorities and legal references such as intellectual property rights and the like.

Article Eight: Dispute Resolution

In the event of any dispute, God forbid, that may arise from this agreement between the two parties, each of them shall seek to resolve it through the available amicable means in accordance with the principle of good faith, mutual trust and the principles of justice. If it is not possible to reach a solution satisfactory to both parties, the matter shall be referred to the Commercial Court in Riyadh – in the Kingdom of Saudi Arabia – to resolve the dispute.