Confidential Initiative
NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (NCNDA)
For Program Pandora – Confidential Introduction Initiative
For Program Pandora – Confidential Introduction Initiative
This is a sample document for illustrative purposes only and is not legally binding.
1. Purpose
This Agreement establishes a confidential and protected framework for introductions, negotiations, and collaboration concerning Program Pandora, an exclusive initiative offering qualified individuals access to advanced regenerative medicine, longevity solutions, and strategic investment or philanthropic opportunities.
The Recipient acknowledges that Connex Corporate possesses valuable proprietary information, relationships, and intellectual assets, and agrees to handle all such information in strict confidence and good faith.
2. Definitions
- Confidential Information includes any non-public information shared by Connex Corporate, whether oral, written, digital, or visual, covering contacts, partners, research data, medical methods, pricing, financial structures, marketing strategies, client identities, and business models.
- Introductions mean any entity, individual, clinic, medical partner, investor, or service provider presented directly or indirectly through Connex Corporate.
- Affiliates include directors, officers, employees, advisers, consultants, contractors, and agents of either Party.
3. Non-Circumvention
3.1 The Recipient shall not, directly or indirectly, circumvent, bypass, avoid, or obviate Connex Corporate’s participation or financial interest in any transaction arising from Introductions under this Agreement.
3.2 The Recipient shall not contact or negotiate with any Introduced Party without prior written authorization from Connex Corporate.
3.3 All benefits, commissions, remunerations, or considerations arising from Introductions shall include Connex Corporate’s acknowledged participation or fee arrangement.
3.4 This obligation applies for a period of five (5) years from the date of the final Introduction or Disclosure.
3.5 The Recipient shall ensure that its Affiliates comply fully with these non-circumvention obligations.
4. Non-Disclosure Obligations
4.1 The Recipient agrees to hold all Confidential Information in strictest confidence and to use it solely for the evaluation of potential cooperation within Program Pandora.
4.2 The Recipient shall not copy, reproduce, transmit, or disseminate any Confidential Information to third parties without Connex Corporate’s written consent.
4.3 Confidential Information may be shared internally only on a need-to-know basis with personnel bound by confidentiality commitments equal or greater than those herein.
4.4 Any suspected unauthorized use or disclosure shall be immediately reported to Connex Corporate.
5. Exclusions
Confidentiality obligations do not apply to information that: a) is publicly available through no fault of the Recipient; b) is rightfully obtained from a third party without restriction; c) is independently developed without reference to Confidential Information; ord) must be disclosed by law, provided prior written notice is given to Connex Corporate to seek protective relief.
6. Intellectual Property
All Confidential Information and related materials remain the exclusive property of Connex Corporate or its partners. No license or intellectual property right is granted to the Recipient beyond the limited right to evaluate the information under this Agreement.
7. Representations and Warranties
- Each Party represents that it has the legal authority to enter this Agreement.
- Connex Corporate makes no warranties as to accuracy or completeness of information supplied and shall not be liable for decisions made by the Recipient based thereon.
- The Recipient warrants that it will act with utmost good faith and will not misrepresent its identity, intentions, or financial capacity in dealings arising from Program Pandora.
8. Remedies and Enforcement
8.1 The Recipient acknowledges that any breach may cause irreparable harm for which monetary damages are insufficient.
8.2 Connex Corporate shall be entitled to seek immediate injunctive relief, specific performance, and equitable remedies in addition to damages and reimbursement of costs and legal fees.
8.3 The Recipient agrees to indemnify and hold Connex Corporate harmless from all losses, damages, or claims arising from any violation of this Agreement.
9. Term and Duration
This Agreement shall commence on the Effective Date and remain in force for five (5) years, with the obligations of non-circumvention and confidentiality continuing for that period after termination or expiry.
10. Assignment
Neither Party may assign or transfer this Agreement without the other Party’s prior written consent. Any unauthorized assignment shall be void.
11. Notices
All notices or communications must be in writing and delivered by registered mail, courier, or confirmed email to:
Connex Corporate Ltd 124 City Road, London, EC1V 2NX, United Kingdom 📧 pandora@connexlive.world
and to the Recipient’s registered address or email as specified above.
12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably submit to the exclusive jurisdiction of the courts of London, United Kingdom.
13. Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid one that most closely reflects the original intent.
14. Entire Agreement and Amendments
This document represents the entire agreement between the Parties and supersedes all prior understandings or communications. No modification or waiver shall be effective unless made in writing and signed by both Parties.
15. Execution and Counterparts
This Agreement may be executed electronically or in counterparts, each of which shall be deemed an original and all of which together constitute one binding instrument.
16. IN WITNESS WHEREOF
The Parties have executed this Non-Circumvention and Non-Disclosure Agreement as of the date first above written.
For Connex Corporate Ltd
Name: _____________________
Title: ______________________
Signature: __________________
Date: ______________________
For the Recipient
Name: _____________________
Title: ______________________
Signature: __________________
Date: ______________________
The final contract will be customized based on the specific services, scope, and terms agreed upon.