This Non-Disclosure Agreement (the "Agreement") is entered into by and between Tajdeed Angel Syndicate, an organization providing mentorship, networking opportunities, and pre-seed funding to healthcare startups (hereinafter referred to as "Tajdeed") and the undersigned member (hereinafter referred to as the "Member") joining Tajdeed.
1. Purpose
Tajdeed brings together a network of Pakistani Diaspora Physicians, founders, and angel investors with a passion to promote healthcare innovation. The purpose of this Agreement is to ensure the confidential nature of any proprietary information shared with the Member during their association with Tajdeed.
2. Definition of Confidential Information
Confidential Information refers to any data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, or any other information disclosed or submitted, orally, in writing, or by any other media, by Tajdeed to the Member.
3. Obligations of the Member
The Member agrees to retain all Confidential Information received from Tajdeed in strict confidence, not to disclose it to any third party without Tajdeed's express written consent, and not to use the Confidential Information for any purposes other than in connection with their participation in Tajdeed. The Member shall employ reasonable measures to protect Confidential Information from unauthorized access, use, or disclosure, which measures shall be no less protective than those used to protect its own confidential information.
4. Exceptions
The confidentiality obligations under this Agreement shall not apply to any information that the Member can conclusively establish: Was lawfully in the Member's possession or known to it prior to receipt from Tajdeed. Is or has become public knowledge through no fault of the Member. Is lawfully obtained by the Member from a third party without an obligation of confidentiality. Is independently developed by the Member without the use of any Confidential Information.
5. Return of Confidential Information
Upon the termination of the Member's association with Tajdeed, or at any time upon Tajdeed's request, the Member shall promptly return or, if directed by Tajdeed, destroy all Confidential Information and any copies, notes or extracts thereof.
6. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Pakistan. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Pakistan.
7. Entire Agreement
This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof.
8. Severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable, it shall not affect the enforceability of the remainder of this Agreement.
