Clause One: Definition of Confidential Information
As commonly understood and practiced regarding the handling of information classified as “confidential,” all information disclosed or discussed by the First Party with the Second Party (in whole or in part) shall remain confidential between them. Both parties commit to maintaining its confidentiality. This obligation also applies to information obtained by the Second Party in the context of collaboration or the potential establishment of a business relationship, such as a partnership or any other options that may be discussed after the electronic signing of this agreement, whether in person, remotely, or through intermediaries, in written, verbal, visual, or electronic forms. This includes information embodied in prototypes, future or proposed service data, knowledge, actual or expected research, development, services, operations, concepts, designs, customer lists, markets, sales and marketing strategies, plans, copyrights, blueprints, computer programs, studies, ongoing business operations, banking secrets, future business activities, pricing, strategies, financial data, and future business plans. Any confidential information disclosed by the First Party to the Second Party, whether recorded or unrecorded, and possessing commercial or financial value, is also covered under this clause.
Clause Two: Limits on the Use of Confidential Information
Both parties pledge to uphold the terms of this agreement and adhere to its purpose. They commit to strictly maintaining the confidentiality of the exchanged information, using it exclusively for the benefit of the party authorized to disclose it.
Clause Three: Prohibition of Unauthorized Use
Both parties agree not to use the exchanged confidential information for any purpose that contradicts the objectives or terms of this agreement without obtaining prior written consent or authorization from the other party.
Clause Four: Commitment to Non-Disclosure After Termination of the Agreement
In the event of the termination of this agreement at the request of either party, both parties shall continue to uphold the confidentiality of the information and refrain from disclosing it. They further agree not to compete with one another during the validity of this agreement. If no agreement or understanding is reached regarding any presented ideas, visions, directions, or projects, the Second Party commits to returning all related documents (whether in paper or electronic form) in their possession to the First Party.
Clause Five: Responsibility for Breach and Dispute Resolution
If the Second Party breaches the terms of this agreement or discloses confidential information, they shall bear full responsibility for compensating the First Party for any damages incurred as a result of such disclosure, provided this is proven officially and documented according to the rules and legal frameworks of relevant authorities, such as intellectual property laws. In the event of any dispute, both parties shall endeavor to resolve it amicably based on good faith, mutual trust, and principles of fairness. If a satisfactory resolution cannot be reached, the matter shall be referred to the Commercial Court in Riyadh, Kingdom of Saudi Arabia, for adjudication.
Clause Six: Personal Non-Disclosure Pledge
I solemnly pledge before God and myself not to disclose, share, transfer, or retain for others or myself any of the names, ideas, directions, projects, or any other matters presented by the First Party during the negotiation period or afterward, even if no agreement is reached between the parties. All presented content shall remain the exclusive right of the First Party.
