ADPIC Mutual Non-Disclosure Agreement — Evaluation Use
1. Purpose
This Non-Disclosure Agreement ("NDA") governs the exchange of confidential information between the prospective partner ("Recipient") and the Abu Dhabi Pharmaceutical Industrial Corporation advisory desk ("ADPIC") for the limited purpose of evaluating a potential investment, industrial, EPC, financing or advisory engagement related to the proposed ADPIC pharmaceutical industrial city.
2. Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by ADPIC or the Recipient, in any form (written, oral, electronic, visual), including but not limited to: strategic plans, financial models, fee architecture, government coordination materials, land allocation discussions, regulatory pathways, technical specifications, partner identities, and any derivative analysis. Information is confidential whether or not marked as such.
3. Obligations of the Recipient
The Recipient shall: (a) hold all Confidential Information in strict confidence; (b) use it solely for the Purpose; (c) restrict access to personnel with a strict need-to-know who are bound by equivalent confidentiality obligations; (d) protect it with no less than the standard of care used for its own most sensitive information, and in no event less than reasonable care; and (e) not copy, reproduce, reverse engineer or commercialise any portion of the Confidential Information.
4. Exclusions
Obligations do not apply to information that: (a) is or becomes publicly known through no breach of this NDA; (b) was lawfully in the Recipient's possession without restriction prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without confidentiality obligation. The Recipient bears the burden of proving any exclusion.
5. Compelled Disclosure
If the Recipient is compelled by law, regulation or competent authority to disclose Confidential Information, it shall (where legally permitted) give ADPIC prompt prior written notice and cooperate at ADPIC's expense to seek a protective order or other appropriate remedy. Only the minimum necessary portion shall be disclosed.
6. No Licence, No Representation
Nothing in this NDA grants the Recipient any licence, title, interest or right under any patent, copyright, trademark, trade secret, land allocation, regulatory approval or government instrument. All Confidential Information is provided "as is" without warranty of any kind. ADPIC makes no representation regarding accuracy, completeness or suitability for any purpose.
7. No Obligation to Proceed
This NDA does not create any obligation on either party to enter into any further agreement, joint venture, partnership, investment, financing, EPC mandate, land allocation, licensing arrangement or commercial transaction. Any such relationship will arise only upon execution of a separate, written, signed definitive agreement.
8. Term and Return of Information
This NDA shall remain in force for five (5) years from the date of acceptance. Confidentiality obligations for trade secrets shall survive for as long as the information remains a trade secret under applicable law. Upon written request, the Recipient shall promptly return or securely destroy all Confidential Information and certify such destruction in writing.
9. Governing Law and Jurisdiction
This NDA shall be governed by the laws of the Emirate of Abu Dhabi and the applicable federal laws of the United Arab Emirates. The parties submit to the exclusive jurisdiction of the Abu Dhabi Global Market (ADGM) Courts for the resolution of any dispute arising out of or in connection with this NDA.
10. Acknowledgement
By scrolling through these terms and ticking the consent box, the Recipient confirms that they have read, understood and agree to be bound by the obligations set out above for the limited purpose of evaluating a potential engagement with ADPIC. The Recipient further acknowledges that breach may cause irreparable harm and entitle ADPIC to seek injunctive relief in addition to any other remedy available at law or in equity.
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