Thrive protocol Nondisclosure Agreement
Last Updated: January 16, 2025
Subject to the terms and conditions of this THRIVE PROTOCOL NONDISCLOSURE AGREEMENT (this “Agreement”), THRIVECOIN, INC., a Delaware corporation (“Company” or “Thrive Protocol”) agrees to provide you (“Recipient”) access to certain information of Company or its clients for the purpose of evaluating milestones of value creation (the “Business Purpose”).
CLICKING THE BUTTON ON THE PREVIOUS PAGE INDICATES RECIPIENT’S ACCEPTANCE OF THESE TERMS, RECIPIENT HEREBY ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF RECIPIENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, RECIPIENT REPRESENTS THAT RECIPIENT HAS THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM “RECIPIENT” SHALL REFER TO SUCH ENTITY. IF RECIPIENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT OTHERWISE AGREE WITH THESE TERMS AND CONDITIONS, RECIPIENT MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS THE INFORMATION DESCRIBED HEREIN. SECTION 5 OF THIS AGREEMENT CONTAINS PROVISIONS THAT SHALL GOVERN ANY CLAIMS THAT THE PARTIES MAY HAVE AGAINST EACH OTHER, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.
Now, therefore, in consideration of the mutual covenants set forth herein, you hereby agree as follows:
1. DEFINITION
“Confidential Information” means, to the extent previously, presently or subsequently disclosed by or for Company to Recipient, all of Company’s its clients’ business affairs, products, confidential intellectual property, trade secrets, third- party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential”. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to Recipient at the time of disclosure; (c) rightfully obtained by Recipient on a non-confidential basis from a third party; or (d) independently developed by Recipient. Confidential Information includes the terms of this Agreement.
2. RESTRICTIONS
Recipient agrees (a) to use the Confidential Information solely for the Business Purpose, in each case as instructed by Company, but not for any other purpose, (b) to maintain the Confidential Information as strictly confidential, and exercise all precautions to prevent unauthorized access, use or disclosure of the Confidential Information using the same degree of care it would use in protecting its own Confidential Information (which, in no event, will be less than a reasonable degree of care) (c) not to copy the Confidential Information, and (d) not to disclose the Confidential Information to any third party. Recipient shall promptly notify Company of any unauthorized use or disclosure of Confidential Information.
3. TERM; TERMINATION
This Agreement commences on the Effective Date and will terminate as to the further exchange of Confidential Information immediately upon the receipt by Recipient of written notice from Company. On the expiration or termination of this Agreement, Recipient shall promptly return or destroy, at Company’s election, all copies, whether in written, electronic, or other form or media, of Confidential Information, and, in the latter case, will certify in writing (email being sufficient) to Company that such Confidential Information has been destroyed. Recipient’s obligations of non-disclosure with regard to Confidential Information are effective as of the date discussions first began and will expire five years from the date first disclosed to Recipient; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
4. REMEDIES
Due to the unique nature of the Confidential Information, Recipient agrees that any breach or threatened breach of this Agreement will cause not only financial harm to Company and its clients, but also irreparable harm for which money damages will not be an adequate remedy. Therefore, Company shall be entitled, in addition to any other legal or equitable remedies, to an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond.
5. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and supersedes all prior negotiations, understandings, or agreements (oral or written) between the parties concerning the subject matter hereof.
6. AMENDMENTS AND WAIVERS
No change, consent, or waiver to this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of the Company to enforce its rights under this Agreement at any time shall not be construed as a waiver of such rights.
7. RIGHTS AND REMEDIES
Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. The exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
8. SEVERABILITY
If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement remains in full force and effect and enforceable.
9. GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of the Cayman Islands.
10. DISPUTE RESOLUTION
Notice of Dispute: Should a controversy, dispute, or claim (“Dispute”) arise out of or in relation to this Agreement, the Foundation or Director must provide 30 days’ notice to the other party (“Notice of Dispute”).
Arbitration: Should the Dispute not be resolved at the expiration of 30 days after service of the Notice of Dispute, the relevant party may commence arbitration proceedings in accordance with this Section 10. Should the Dispute remain at the expiration of 30 days after service of the Notice of Dispute, the Dispute shall be settled by arbitration administered by the Cayman International Mediation & Arbitration Centre (CI-MAC) and governed by the Arbitration Act (as amended). The arbitration shall be seated in George Town, Grand Cayman, Cayman Islands and governed by Cayman Islands law. The language of the arbitration shall be English. The arbitration shall be determined by a sole arbitrator.
Finality of Decision: Any award or decision made by the arbitrator shall be in writing and shall be final and binding on the parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof.
11. JURISDICTION AND VENUE
No action at law or in equity based upon any claim arising out of or related to this agreement shall be instituted in any court of any jurisdiction. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.
12. ATTORNEY FEES
If any litigation or arbitration is necessary to enforce the terms of this agreement, the prevailing party will be entitled to have their attorney fees paid by the other party.
BY CLICKING THE BUTTON ON THE PREVIOUS PAGE, RECIPIENT HEREBY ACCEPTS AND AGREES ON BEHALF OF ITSELF AND TO BE BOUND BY THESE TERMS.
