Non-Disclosure and Non-Circumvention
This Non-disclosure and non-circumvention Agreement outlines the terms agreed upon between Summit and Funders using the Summit Platform, as defined further below. Feel free to share this NDA with your legal team, if so required, before completing the NDA directly on the Summit Platform.
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Parties: The parties to this agreement are the entities (including persons) that are represented by the signatories hereto and Summit Deals BV (Summit) (including any entity within the Summit group) and the successors in title of such parties (“Parties”).
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Non-Circumvention: The Funder unconditionally acknowledges that it has been or will be introduced to one or more Investees by Summit relating to a disclosed commercial opportunity and that the Funder will not directly or indirectly circumvent or attempt to circumvent Summit in this regard.
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Purpose and Term: The Summit Platform (Platform) provides certain functionality to users relating to services/ functionality and introductions to investments or divestments in corporate entities that may be facilitated on and through the use of the Platform. The parties undertake to honour these terms in addition to the general Summit Platform Terms of Use. This Agreement will endure for the latter of two years or once a transaction that has been introduced/ facilitated through the Platform has been concluded or unconditionally fails (“Term”).
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Non-disclosure and confidentiality: To protect the relevant interests of the parties pertaining to proprietary Confidential Information (“Confidential Information”), the parties agree to act with the utmost good faith (even after the expiration of the Term) and to commit to the mutual confidentiality undertakings on terms that are customary to confidentiality agreements. Confidential Information disclosed to the receiving party will not grant such party with any title to such Confidential Information. The mutual confidentiality undertaking will only relate to proprietary information that is not in the public domain or known (or will become known independently from the disclosing party) by the receiving party. The parties therefore undertake to use the Confidential Information only for the intended engagement and they undertake to not without the written consent of the disclosing party, disclose Confidential Information to any third party. The Parties shall take the necessary steps to ensure that the confidentiality undertaking is honoured by its officers, employees, agents and advisors acting on its behalf and that such parties will only receive information on a need-to know basis. The Parties agree that they shall protect the Confidential Information using a high standard of care to manage and store the confidential Information to prevent unauthorised disclosure or access. The Parties unconditionally undertake to return or destroy the Confidential Information at the expiration of the Term or at the request of the disclosing party.
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Jurisdiction: This agreement shall be governed and interpreted in accordance with the substantive laws of the Netherlands, and the agreement will be subject to the non-exclusive jurisdiction of the courts in Amsterdam. No amendment to this agreement shall be valid unless reduced to writing and signed by the parties.