This Confidentiality Agreement (the "Agreement") is entered into as of the Effective Date, by and between Timur Klimov, an individual, doing business as Loceum ("Discloser"), and the Recipient identified below.
Recitals
Discloser is developing a novel technology, product, and business venture operating under the name "Loceum" (the "Business"). Discloser wishes to meet with Recipient to obtain informal mentorship, advice, and guidance regarding the Business (the "Purpose"), which will require Discloser to share non-public information about the Business with Recipient. Recipient is willing to receive such information solely for the Purpose and subject to the terms of this Agreement.
1. Confidential Information
"Confidential Information" means any non-public information disclosed by Discloser to Recipient, whether before or after the Effective Date, in any form (written, oral, visual, electronic, or observed), relating to the Business, including without limitation: business, financial, and fundraising plans and strategy; corporate and IP structuring plans; product design, technology architecture, algorithms, models, and system design, and any proprietary components or subsystems by whatever name; source code, prototypes, and technical specifications; research findings, data, and datasets; trademarks, brand strategy, and go-to-market plans not yet public; and the existence, substance, and content of the Parties' discussions.
2. Exclusions
Confidential Information does not include information that Recipient can show, by written record: (a) was already lawfully known to Recipient without confidentiality restriction before disclosure by Discloser; (b) is or becomes generally available to the public through no fault of Recipient; (c) is independently developed by Recipient without use of or reference to the Confidential Information; or (d) is rightfully received by Recipient from a third party without breach of any confidentiality obligation.
3. Obligations
Recipient shall: (a) hold the Confidential Information in strict confidence, using at least the same degree of care Recipient uses to protect its own confidential information of similar importance, and no less than reasonable care; (b) use the Confidential Information solely for the Purpose, and for no other purpose, including not for Recipient's own or any third party's commercial advantage; (c) not disclose the Confidential Information to any third party, except to Recipient's professional advisors who have a genuine need to know it for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement; and (d) not reverse-engineer, decompile, or attempt to derive the underlying design, structure, or source code of any technology disclosed.
4. Compelled Disclosure
If Recipient becomes legally compelled to disclose any Confidential Information, Recipient shall give Discloser prompt written notice before disclosure so Discloser may seek a protective order or other remedy.
5. Term & Survival
This Agreement is effective as of the Effective Date and continues until terminated by either Party. Recipient's confidentiality and non-use obligations survive termination for five (5) years.
6. Governing Law
This Agreement is governed by the laws of the State of Israel, without regard to its conflict-of-laws principles, and the Parties submit to the exclusive jurisdiction of the competent courts of Tel Aviv-Jaffa, Israel.