NXT LVL GROWTH
1. This confidentiality undertaking is made by Nxt Lvl Growth including its subsidiaries (Nxt Lvl E-Merge and E-Volve) to the Entrepreneur. Entrepreneurs are the lifeblood of our business and we value your ideas, your concept and/or your business.
2 In connection with Nxt Lvl Growth engagement with respect to the Entrepreneur and his or her business and the possible financing of the Entrepreneurs business by Nxt Lvl Growth. (the “Transaction”), Nxt Lvl Growth will be provided with certain information regarding the Entrepreneur’s business. As a condition for receiving the Information, Nxt Lvl Growth undertakes to comply with the following provisions:
- Nxt Lvl Growth shall keep all Information confidential and shall not disclose any Information to any third party except as expressly permitted herein without the prior written consent of the Entrepreneur. Without prejudice to the generality of the foregoing obligation, Nxt Lvl Growth shall exercise at least the same standard of care in the protection of the Information as it exercises in the protection of its own confidential information of similar nature.
- Nxt Lvl Growth may disclose Information when so required by law, any court of competent jurisdiction, or the rules of any stock exchange on which Nxt Lvl Growth shares are listed, or pursuant to any enquiry or investigation by any governmental, official or regulatory body which is lawfully permitted to require any such disclosure provided that, in so far as it is lawful to do so prior to such disclosure, Nxt Lvl Growth shall consult with the Entrepreneur as to such requirement with a view to providing the opportunity for the Entrepreneur to contest such disclosure or otherwise to agree the timing and content of such disclosure.
- Nxt Lvl Growth may disclose such parts of the Information as may be necessary to such of its directors, officers, employees or advisers who need to know such Information to enable Nxt Lvl Growth to consider, evaluate and negotiate the Transaction. Prior to any such disclosure of Information, Nxt Lvl Growth shall ensure that each of such directors, officers, employees and advisers are made aware of and agrees to observe the obligations contained herein. Nxt Lvl Growth shall keep a written record, to be supplied to the Company upon request, of the names of such its directors, officers, employees and advisers to whom Information is disclosed.
- Nxt Lvl Growth shall not use, directly or indirectly, any Information for any purpose whatsoever other than for the purpose of considering, evaluating and negotiating the Transaction.
- Nxt Lvl Growth shall at its expense, within seven days of termination of discussions concerning the Transaction and in any event on receipt of a written demand from the Entrepreneur return all written Information provided to Nxt Lvl Growth or its advisers pursuant to this confidentiality undertaking without keeping any copies.
3. The foregoing obligations of confidentiality shall not apply to Information:
- which is or comes into the public domain otherwise than through breach by Nxt Lvl Growth or its directors, officers, employees and advisers of this confidentiality undertaking.
- which Nxt Lvl Growth can prove was known to it prior to the date of disclosure.
- which Nxt Lvl Growth can prove was disclosed to it by a third party otherwise than in breach of any obligation owed by such third party to the Entrepreneur.
- which Nxt Lvl Growth can prove has been developed by it entirely independently of any Information supplied hereunder.
4. Nothing herein shall be construed as giving Nxt Lvl Growth any right, title, interest in or ownership to the Information or any part thereof.
5. The obligations of Nxt Lvl Growth contained in this confidentiality undertaking shall continue notwithstanding the return of any or all information, or the termination upon any grounds whatsoever of any agreement (if any) between Nxt Lvl Growth and the Entrepreneur prior, ancillary or subsequent to this confidentiality undertaking.
6. Nxt Lvl Growth shall promptly notify the Entrepreneur if Nxt Lvl Growth becomes aware that Information has been disclosed to an unauthorised third party and shall give the Entrepreneur all reasonable assistance in connection with any proceedings instituted by the Entrepreneur in connection therewith.
7. The express provisions in this confidentiality undertaking shall be without prejudice to any other rights and remedies available to the Entrepreneur by law.
8. No failure or delay by NXT LVL GROWTH in exercising any right under the terms of this confidentiality undertaking shall act as a waiver hereof.
9. This confidentiality undertaking shall be governed by and construed in accordance with the laws of Mauritius. Nxt Lvl Growth submits to the non-exclusive jurisdiction of the courts in respect of any dispute arising out of this confidentiality undertaking.