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Part 1 (Compulsory)
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Please read and accept the Non-Disclosure, Non-Circumvention and Non Competition below to access an overview of the businesses being enabled in our investment portfolio.
NON-DISCLOSURE, NON-CIRCUMVENTION AND
NXT LVL GROWTH
(hereinafter referred to as the “Company”)
Your Company (As completed in Subscription form)
individually or collectively, and on behalf of any/all/other affiliated companies, or approved agents and official representatives of the above persons.
(hereinafter referred to as the “Confidant”),
The parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-competition, and a non-circumvention agreement. The parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, trade secrets, business entity formation, and business structuring. In connection with these discussions, it may be necessary and/or desirable for either of the parties to provide the other party with, or allow access to, proprietary, technical, or business data, and/or other confidential information of the Company or the Confidant (collectively the “Confidential Information”). Therefore, the Company and Confidant, individually and on behalf of those they represent, agree that they are under an obligation of confidentiality. The parties agree, that the Confidential Information has
significant commercial value that would be diminished by unauthorized disclosure.
Accordingly, the commitments of confidentiality in this Agreement are a condition to the parties’ willingness to engage in the contemplated business discussions and planning. The parties agree that they shall not use any advantages derivable from such information in their own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in their professional and personal capacity.
2. Confidential Information
Confidential Information shall include, and shall be deemed to include, all information conveyed by either party to the other orally, in writing, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal.
Confidential Information may include, by way of example but without limitation data, know-how, contacts, contracts, software, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, information obtained from previous or current participants in programs of the parties, and information relating to transactional procedures. However, Confidential Information shall not include information, which can clearly be demonstrated to be:
- Generally known or available to the public, through no act or omission on the part of the receiving party; or
Provided to the receiving party by a third party without any restriction on disclosure and without breach of any obligation of confidentiality to a party to this Agreement; or independently developed by the receiving party without use of the Confidential Information.
3. Obligation of Confidentiality
The parties agree that when receipt of any Confidential Information has occurred:
- The parties shall not disclose or communicate Confidential Information to any third party, except as herein provided. The parties shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that parties use for their most crucial proprietary and trade secret information.
The parties shall reasonably protect the Confidential Information with not less than the same degree of care exercised by their own personnel to protect their own, or publication of their own, most valuable confidential and proprietary information.
The parties shall permit access to its Confidential Information to the other party’s agents or employees or third parties only if such disclosure is reasonably believed to be necessary to the purposes of evaluating, contemplating, recommending, or engaging in any program or service offered by the parties or for the purpose of entering into a business relationship with the parties, and only if said agents, employees, or third parties:
reasonably require access to the Confidential Information for purposes approved by this Agreement; and
- have been apprized of this Agreement and the parties’ obligations to maintain the trade secret status of Confidential Information and to restrict its use as provided by this Agreement.
4. Obligation of Non-Competition
The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document.
The Confidant hereby agrees for himself or herself, his/her officers, directors, agents, associates and any related parties (inclusive of clients and friends of the said Confidant), that he/she will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the Company of profits, fees or otherwise, without the specific written approval of the Company. It is specifically recorded that, if the Confidant, it’s officers, directors, agents, associates and any related parties to the Confidant (inclusive of clients and friends of the said Confidant), would circumvent Nxt Lvl Growth, Nxt Lvl Growth would suffer, severe damages, which would be for the account of the said Confidant.
6. No Representations
The Confidant understands that the Company makes no representation or warranty as to the accuracy or completeness of the information it provides to the Confidant. The Confidant agrees that neither the Company, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the Confidant’s use of said information.
This Agreement shall, by mutual consent of the parties, remain in force and affect from the date the confident accepted the terms and conditions of this agreement.
This Agreement is made and shall be governed and construed in accordance with the laws of Mauritius.
a. As used in this Agreement, the following terms shall have the following meanings: “Agents or employees” include the directors, officers and employees of any of the parties; it also includes the Company and the Confidant and any corporation, partnership, association, business trust, contractual organization, group, or other entity of which the Company or the Confidant is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned.
b. Except for the limited right to use granted in section 3(c) herein, no right or license, either expressed or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder.
c. No agency or partnership relationship is created between the parties by this Agreement.
d. No party has an obligation under this Agreement to purchase any service or item from any of the other parties, or to offer any service or item for sale to any of the other parties and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the parties hereto.
e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all parties. However, the failure of a party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter.
f. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any party hereto incurs any legal fees, whether or not action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled.
To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both parties, the Companies and the Confidant.
IN WITNESS WHEREOF, the parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date of signature of this agreement.