THIS AGREEMENT ("Agreement") is effective on the date below (“Effective Date”) between the party detailed below ("Party"), Lionsoul Global, Inc. with its registered office at 251 Little Falls Drive, Wilmington 19808, Delaware, USA and Anglo-Suisse Capital Limited (“Anglo-Suisse”), a company organised and existing under the laws of England with registration number 3833541 and with its registered office at 168 Fulham Road, London SW10 9PR United Kingdom. The Party. Lionsoul Global and Anglo-Suisse are together referred to as the "Disclosing Parties".
The Party, Lionsoul Global and Anglo-Suisse may also be referred to individually as "Party" or collectively as "Parties".
ARTICLE 1
DISCLOSURE OF CONFIDENTIAL INFORMATION
In connection with a possible transaction, whereby the Disclosing Parties are evaluating an opportunity to provide funding or introduce a provider of funding (the “Funding”) to a Company (the “Company”), the Disclosing Parties are willing, in accordance with the terms and conditions of this Agreement, to disclose to Party information relating to the Company’s business and its need for funding which may include business plans, maps, models and interpretations, notes, summaries, geological and geophysical data commercial, contractual legal and financial information ("Confidential Information") and Party shall agree herein to keep confidential the Confidential Information and not circumvent the Disclosing Parties.
ARTICLE 2
UNDERTAKING NOT TO DISCLOSE AND NOT TO CIRCUMVENT
2.1 In consideration of the disclosure referred to in Article 1, the Party shall not disclose the Confidential Information to anyone without the prior written consent of Disclosing Parties, except as provided in this Agreement; and
2.2 Party further agrees (and shall procure that if any party to whom the Party has disclosed the Confidential Information pursuant to this Agreement shall agree) not to circumvent or obviate the interests of the Company or its Affiliates, directly or indirectly, alone or in conjunction with any corporation, partnership, limited liability company, government or individual by entering into any business transaction the Party has become privy to via the disclosure of the Confidential Information, independently of the Company, for a period of two (2) years from the execution of this Agreement.
The Party acknowledges that it has received, will receive and/or will continue to receive such Confidential Information and that knowledge of such Confidential Information would provide an unfair advantage if used to compete with the Company in any way.
ARTICLE 3
CERTAIN INFORMATION NOT CONFIDENTIAL
The following shall not constitute Confidential Information:
3.1 information that is already known to the Party as of the Effective Date;
3.2 information that is or becomes available to the public other than through the act or omission of the Party or of any other person to whom Confidential Information is disclosed by the Party unless public disclosure was made pursuant to Article 4.1;
3.3 information that is acquired independently from a third party representing that it has the right to disseminate such information at the time it is acquired by the Party; or
3.4 information that is developed by the Party independently of the Confidential Information received from Disclosing Parties.
ARTICLE 4
PERMITTED DISCLOSURE BY THE PARTY
Party may disclose Confidential Information without the prior written consent of Disclosing Parties:
4.1 to the extent the Confidential Information must be disclosed under applicable law, including by stock exchange regulations or by a governmental order, decree, regulation or rule, provided that the Party shall make all reasonable efforts to give prompt written notice to Disclosing Parties prior to such disclosure; or
4.2 to the following persons, to the extent that the Party needs them to evaluate the opportunity to provide Funding or any transaction between the Parties in relation to the Funding, however, the Party shall, subject to Article 2, ensure that any person or company to whom the information is disclosed is made aware of and adheres to the confidentiality and non-circumvention terms of this Agreement as if he were a party to it:
4.2.1 employees, officers, and directors of the Party;
4.2.2 employees, officers, and directors of an Affiliated Company of the Party ("Affiliated Company" means any company or legal entity that controls, or is controlled by, or that is controlled by an entity that controls, a Party. "Control" means the direct or indirect ownership of more than fifty (50) percent of the voting rights in a company or other legal entity.);
4.2.3 any consultant or agent retained by the Party or its Affiliated Company; or
4.2.4 any bank, financial institution, or entity funding or proposing to fund participation by the Party in the Funding, including any consultant retained by such bank, financial institution, or entity.
Prior to making any disclosures to persons under Article 4.2.3 or Article 4.2.4, however, the Party shall obtain an undertaking of confidentiality and non-circumvention substantially in the same form and content as this Agreement from each such person.
ARTICLE 5
OBLIGATION OF THE PARTY FOR PERMITTED DISCLOSURES
The Party shall be responsible to Disclosing Parties for any act or omission of the entities and persons described in Article 4.2 that would have breached this Agreement if the action had been by the Party.
ARTICLE 6
RESTRICTION ON USE OF CONFIDENTIAL INFORMATION
The Party shall only use or permit the use of the Confidential Information to evaluate the opportunity to provide the Funding to the Company and to determine whether to enter into negotiations concerning the provision of Funding.
ARTICLE 7
RETURN OF CONFIDENTIAL INFORMATION
7.1 The Party shall acquire no proprietary interest in or right to the Confidential Information.
7.2 Disclosing Parties may demand the return of the Confidential Information at any time upon giving written notice to the Party. Within ten (10) days of receipt of such notice, the Party shall return all of the original Confidential Information and shall destroy or cause to be destroyed all copies in its possession and in the possession of persons to whom it was disclosed pursuant to this Agreement.
7.3 Upon termination of this Agreement, the Party shall immediately return all of the original Confidential Information and shall destroy or cause to be destroyed all copies in its possession and in the possession of persons to whom it was disclosed pursuant to this Agreement.
7.4 The provisions of Article 7.2 and 7.3 do not apply to Confidential Information that must be retained under applicable law, including by stock exchange regulations or by governmental order, decree, regulation or rule.
ARTICLE 8
EVALUATION MATERIAL
8.1 Information generated by the Party or by a person described in Article 4.2 that is derived in whole or in part from Confidential Information is “Evaluation Material.” Evaluation Material includes but is not limited to models, analyses, estimates of costs and reserves, interpretations, presentations for management, legal arguments and economic evaluations and shall be defined as Confidential Information.
8.2 During the term of this Agreement, the Party shall not disclose Evaluation Material to anyone other than the persons described under Article 4 without the prior written consent of Disclosing Parties.
8.3 Upon termination of this Agreement or upon demand by Disclosing Parties for the return of the Confidential Information, the Party shall destroy the Evaluation Material or return the Evaluation Material to Disclosing Parties.
ARTICLE 9
TERM
The obligations hereunder shall terminate automatically upon the Parties entering into a further agreement to the extent that such agreement contains provisions covering the confidentiality of the Confidential Information. Otherwise the obligations of confidentiality herein shall terminate twenty four (24) months from the date of this Agreement.
ARTICLE 10
REPRESENTATIONS AND WARRANTIES
Disclosing Parties represent and warrant that they have the right and authority to disclose the Confidential Information to the Party. Disclosing Parties, however, make no representations or warranties express or implied, as to the quality, accuracy and completeness of the Confidential Information, and the Party expressly acknowledges the inherent risks of error. Disclosing Parties, their Affiliated Companies, their officers, directors and employees shall have no liability whatsoever regarding the use of or reliance upon the Confidential Information by the Party.
ARTICLE 11
GOVERNING LAW AND DISPUTE RESOLUTION
11.1 This Agreement shall be governed by and interpreted in accordance with the substantive laws of England and Wales excluding any choice of law rules which would refer the matter to the laws of another jurisdiction.
11.2 In the event of any dispute arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity, or termination, the Parties shall first endeavour to reach an amicable settlement. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect. If no settlement is reached, the Parties hereby agree to submit to the exclusive jurisdiction of the English Courts.
11.3 the Party acknowledges that remedies at law may be inadequate to protect against breach of this Agreement; accordingly, both monetary and equitable relief, including injunctive relief and specific performance may be awarded. Disclosing Parties may apply to any competent judicial authority for interim or conservatory relief.
ARTICLE 12
NONEXCLUSIVE DISCLOSURE OF CONFIDENTIAL INFORMATION
The disclosure of Confidential Information to the Party is nonexclusive, and Disclosing Parties may disclose the Confidential Information to others at any time.
ARTICLE 13
GENERAL PROVISIONS
13.1 No Waiver
No waiver by either Party of any one or more breaches of this Agreement by the other Party shall operate or be construed as a waiver of any future default or defaults by the same Party. Neither Party shall be deemed to have waived, released, or modified any of its rights under this Agreement unless such Party has expressly stated, in writing, that it does waive, release or modify such rights.
13.2 Modification
This Agreement may not be modified except by written consent of the Parties.
13.3 Counterpart Execution.
This Agreement may be executed in counterparts and each counterpart shall be deemed an original Agreement for all purposes; provided that neither Party shall be bound to this Agreement until both parties have executed a counterpart. For purposes of assembling the counterparts into one document, Disclosing Parties are authorized to detach the signature page from one counterpart and, after signature thereof by the Party, attach each signed signature page to a counterpart.
13.4 Entirety.
This Agreement comprises the full and complete agreement of the Parties regarding the disclosure of the Confidential Information and supersedes and cancels all prior communications, understandings, and agreements between the Parties relating to the Confidential Information, whether written or oral, expressed or implied.
13.6 No Third Party Beneficiaries
The interpretation of this Agreement shall exclude any rights under legislative provisions conferring rights under a contract to persons not a party to that contract.
13.7 Insider Dealing
The Recipient acknowledges that the Confidential Information may contain material, non-public information and agrees to comply with all applicable insider trading laws and regulations, including but not limited to the UK's Market Abuse Regulation and the U.S. Securities Exchange Act of 1934, which prohibit the use of such information for trading or advising others to trade.
ARTICLE 14
NOTICES
All notices authorized or required between the Parties by any of the provisions of this Agreement shall be in written English, properly addressed to the Disclosing Parties and the Party, and delivered in person, by courier, or by any electronic means of transmitting written communications that provides written confirmation of complete transmission. Oral communication does not constitute notice for purposes of this Agreement. A notice given under any provision of this Agreement shall be deemed delivered only when received by the Party to whom the notice is directed. “Received”, for purposes of this article means actual delivery of the notice to the address or facsimile address of the Party shown below.
ARTICLE 15
ASSIGNMENT OF THIS AGREEMENT
The Party may assign this Agreement to an Affiliated Company; provided, however, the Party shall remain liable for all obligations under this Agreement. the Party may assign this Agreement to a person or entity that is not an Affiliated Company only with the prior written approval of Disclosing Parties. Any attempted assignment by the Party to a person or entity that is not an Affiliated Company without the prior written approval of Disclosing Parties shall be void. Without limiting the prior provisions of this Article 16, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
As the Party contact, by entering my details below and clicking the 'SUBMIT' button, I agree to remain liable for all obligations under this Agreement.
