Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

Updated as at 2021-03-09

admaspee.com hereby grants you access to www.admaspee.com (“the Website”) and invites you to the development of Project Dawah Masterclass here.

Introduction

This Non-Disclosure Agreement (the “Agreement”) is a binding agreement between you (“Recipient”, “you” or “your”) and AID TITUDE SDN BHD (“Company”, “we”, “us” or “our”). This Agreement governs the relationship between you and us, and your use of the Company admaspee.com. Throughout this Agreement, Recipient and Company may each be referred to as a “Party” or collectively, the “Parties”.

If you do not agree to these terms, do not download, install, access, or use the software. if you have already downloaded the software, delete it from your computing device.

 

Recitals

  1. The Disclosing Party and Recipient propose to enter into discussion  regarding  the expression  of interest by  the Recipient to the proposal of Project Dawah Masterclass as per stated in the registered URL https://www.admaspee.com/islamic-masterclass (the “Authorised Purpose”).
  2. The Disclosing Party is willing  to  disclose the Confidential Information  to  the Recipient as the Disclosing  Party  shall determine solely  for the Authorised  Purpose subject to the following terms and conditions and the Parties enter into this Agreement to  assure the protection  and  preservation  of the confidential and/or proprietary information disclosed by the Disclosing Party to the Recipient.

 

NOW IT IS HEREBY AGREED as follows:

 

1         DEFINITIONS AND INTERPRETATION

  • "Disclosing Party” shall include its employees, representative,  agents,  officers, advisers and/or any  companies within  the group  or its related companies or affiliates who/which are disclosing the Confidential Information.
  • “Disclosing Party”: when this agreement mentions “Disclosing Party,” “we,” “us,” or “our,” it refers to AID TITUDE SDN BHD, A-07-01 Tower A, Menara Prima, Jalan PJU 1/37, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia. who/which are disclosing the Confidential Information under this Non-Disclosure Agreement.
  • "Recipient”: when this agreement mentions “Recipient”, “You”, it refers to you, a person or entity that is registered with admaspee.com to access the Confidential Information, and shall subject, include and not limit to its authorized employees, representatives, agents, officers or advisers who are authorized to have access to the Confidential Information.
  • Device”: any internet connected device such as a phone, tablet, computer or any other device that can be used to visit admaspee.com and use the services.
  • Confidential Information” shall refer to all information (whether oral, written, visual of otherwise, hard or soft copy) provided by the Disclosing Party, including:
  1. trade secrets, including techniques, ideas, recipes and concepts whether reduced to material form in writing;
  2. know-how, data,  designs,  diagrams,  plans,  specifications,  structures,  computer codes,  ideas,  concepts,  processes,  formulas,  and  systems,  manufacturing,  rental information,  sales figures,  marketing  techniques,  business methods and/or strategies;
  3. technical information, source codes and technical drawings;
  4. commercial information about the Disclosing Party or persons with whom the Disclosing Party deals, including details of agreements with employees, tenants, contractors, customers and others;
  5. product and market information;
  6. any information marked “confidential” or which the Disclosing Party informs the Recipient is confidential or a trade secret; and/ or
  7. methods associated with  the  implementation  of  the  technology  as  opposed  to methods deployed with other recipients of the Disclosing Party technology party to this agreement; and/or         

Provided That this Agreement shall not apply to any information which:

  1. is now, or hereafter becomes, through no act or failure to act on the Recipient’s part, generally known or available to the public;
  2. is acquired by the Recipient before receiving such information from the Disclosing Party and without restriction as to use or disclosure;
  3. is disclosed with the Disclosing Party’s prior written consent; or
  4. is information rightfully acquired from the third party who did not obtain it under pledge of secrecy to the Disclosing Party.
  5. USE OF INFORMATION

2.1 The Recipient shall:

  1. use the Confidential Information only for the Authorised Purpose;
  2. not disclose the Confidential Information to  any  employee,  officer,  related company,  associate,  director or professional advisor (“Representatives”) except to those having a need to know the same for the Authorised Purpose and shall require its Representatives’ compliance with this Agreement;
  3. not disclose the Confidential Information to  any  other third  party  except if such  disclosure is required  pursuant to  a valid  court order or regulatory requests provided that the Recipient shall give the Disclosing Party reasonable prior written  notice of such  disclosure and,  where requires,  Recipient shall take reasonable steps and/or assist the Disclosing Party to resist or avoid such order or proceedings and keep the Disclosing Party promptly informed of all matters relating thereto; and/or
  4. be responsible  for  the  breach  of  this  Agreement  by  any  of  their  respective employees, agents, consultants, advisors and/or representative.
  5. OBLIGATIONS

3.1 The Recipient shall undertake the following:

  1. not to disclose the Confidential Information  to  any  third  party  and  shall only use the Confidential Information for the Authorised Purpose;
  2. not to reproduce and/or make photocopies of the Confidential Information without prior written consent by the Disclosing Party;
  3. to protect  the  Disclosing  Party’s  Confidential  Information  against  disclosure the  same  manner  and  with  the  same  degree  of  care,  but  not  less  than reasonable  degree  of  care,  with  which  the  Recipient  protects  confidential information of its own; and
  4. to promptly  return  to  the Disclosing  Party  and/or destroy/delete all Confidential Information (including copies) soft copies and hard copies upon request by  the Disclosing  Party and/or upon  termination  or expiry  of this Agreement.  The Recipient must immediately  report to  the Disclosing  Party any  unauthorised  use,  disclosure,  copy  or printing  of the Confidential Information of which the Recipient becomes aware.
  5. OWNERSHIP

The Confidential Information is the property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any property rights, by licence or otherwise, to  any  Confidential Information  disclosed  pursuant to  this Agreement,  or other intellectual property  right that has issued  or that may  issue,  based  on  such Confidential Information.

  1. REMEDIES

The parties agree that any breach herein by the Recipient may cause irreparable injury to the Disclosing Party and monetary damages may not be an adequate remedy for breach of the terms of this Agreement. Accordingly, the Disclosing Party may seek injunctive relief against any breach in addition to any other remedies available at law or in equity.

  1. DURATION

The duration of this Agreement shall be [one (1)] year from the date of this Agreement and  the Confidential Obligation  shall remain  in  effect for five (5) years after the termination and/or expiry of this Agreement.

  1. TERMINATION

The Disclosing Party may elect to cease providing further Confidential Information to the Recipient at any time upon written notice to the Recipient of the termination of this Agreement without assigning  any  reasons whatsoever which  such  notice of termination  shall not affect the obligations herein  relating  to  the Confidential Information received by the Recipient.

  1. INDEMNITY

The Recipient shall indemnify the Disclosing Party from and against all claims, costs, expenses, loss or damage (including but not limited to legal costs) which may directly or indirectly from the unauthorised disclosure or use of the Confidential Information by the Recipient and/or its Representatives and /or in the event breach of the terms of this Agreement.

  1. NO REPRESENTATION

No representation or warranty, express or implied, is or will be given and no responsibility or liability is or will be accepted by the Disclosing Party  as to  the accuracy or completeness of the contents of any Confidential Information.

  1. WAIVER

The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of such right or remedy or a waiver of other rights or remedies.

  1. PUBLICITY

Neither party  may  make any  press or other public statements (which  includes announcements and  release) relating  to  this Agreement or the Confidential Information without the prior written consent of the other party.

  1. SEVERABILITY

If any  of the provisions of this Agreement is found  to  be invalid  for any  reason whatsoever,  such  invalidity  shall not affect the validity  and  operation  of the other remaining provisions of this Agreement.

  1. LAWS

This Agreement shall be governed by the laws of Malaysia.

  1. DISPUTE RESOLUTION

The  parties  agree  to  submit  to  the  non-exclusive  jurisdiction  of  the  courts  of  in Malaysia to adjudicate any claims or disputes arising out of this Agreement.

  1. STAMP DUTY

This is a digital agreement. No stamp duty is required. Recipient agreed to enter into this Agreement prior submitting personal information to the Site of www.admaspee.com

  1. ASSIGNMENT

This Agreement will be binding upon the successors-in-title, representatives, heirs and permitted assigns of the respective parties. Neither party will be entitled to assign its rights, obligations and  benefits under this Agreement to any party without the prior written consent of the other party.

  1. RESTRICTIONS

You agree not to, and you will not permit others to:

-License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.

-Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.

-Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of admaspee.com or its affiliates, partners, suppliers or the licensors of the Application.

  1. INTELLECTUAL PROPERTY

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the good will associated there with, derivative works and all other rights (collectively, “Intellectual Property Rights”) that are part of the Software that are otherwise owned by admaspee.com shall always remain the exclusive property of admaspee.com (or of its suppliers or licensors, if and when applicable). Nothing in this Agreement grants you (or any Organisation) a license to admaspee.com."’s" Intellectual Property Rights.

  1. CHANGES TO THIS AGREEMENT

We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the website constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you load, access, or use the website. Therefore, we encourage you to review this Agreement regularly.

  1. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement between you and admaspee.com regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and admaspee.com.

  1. CONTACT US

Don't hesitate to contact us if you have any questions about this Non-Disclosure Agreement.

 -Via Email:  [email protected]

 

 

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