Introducing ZIWO - A Super Hero for your contact center
This MUTUAL NON-DISCLOSURE AGREEMENT (this "Agreement") is by and between ASWAT FZ LLC ("ASWAT "), with a
principal place of business at Dubai Internet City, DIC 17 Office 252, PO BOX 500645, Dubai - UAE, and
Outsource Egypt 59 Mohamed Galal Hamada Street - Miami - Alexandria
(the Company), (Each a “Party”, together, the “Parties”).
ASWAT and Company agree as follows:
1. Confidential Information. ASWAT and Company anticipate exchanging, at their sole discretion, certain information, which
may include, but not be limited to the following: Specifications, designs, plans, drawings, software, data, prototypes, or
other business and/or technical information disclosed hereunder (and all copies thereof made pursuant to Section 7)
related to ASWAT’s systems products and related software and services and Company’s business plans, business
models and expansion plans, which is proprietary or confidential to the disclosing Party ("Confidential Information”).
ASWAT and Company for their mutual benefit, desire to disclose to one another such Confidential Information for the
purpose of entering into discussions relative to ASWAT’s products, software, and services which could potentially lead to
a business relationship between the Parties (‘the Purpose'). Confidential Information shall include: (a) any information
disclosed by either Party (the "Discloser") to the other Party (the "Recipient") which is in written, electronic, photographic
or other tangible form, or information provided orally or visually, (b) notes and other records made from such information
and (c) the existence of this Agreement and of the discussions between ASWAT and the Company. Confidential
Information disclosed in a tangible or electronic form will be marked or otherwise identified by Discloser with a legend as
being confidential. Confidential Information made available hereunder may include information of third parties, such as
affiliates or suppliers, and the source of such Confidential Information shall not affect its treatment hereunder.
2. Term and Termination. This Agreement is signed for an indefinite period of time. It can be terminated by either party at any
time with (2) weeks prior written notice. Recipient’s right to use the Confidential Information shall cease as of such date of
termination, but the obligations of Recipient with respect to the Confidential Information shall survive for a further three (3)
years period after termination of this Agreement.
3. Restrictions on Disclosure and Use. Recipient may use the Confidential Information solely for the Purpose and shall not
disclose the Confidential Information to any third party, except as expressly provided herein. Recipient may disclose the
Confidential Information within its legal entity only to those having both a need to know to accomplish the Purpose and an
obligation to protect information as required by this Agreement. In addition, Confidential Information of Discloser may also
be disclosed to Recipient's affiliates, subcontractors and agents which, in each case, have a need to know to accomplish
the Purpose, and provided Recipient warrants, and is liable for, such affiliate's, subcontractor's and agent’s compliance
with the terms of this Agreement. In no event shall Recipient, its affiliates, subcontractors or agents convert the
Confidential Information from Discloser to any use other than the Purpose.
4. Care. Recipient shall use the same or greater degree of care in safeguarding the Confidential Information as it uses for its
own Confidential Information of like importance, but no less than reasonable care. Upon discovery of any disclosure or
misuse of the Confidential Information, Recipient shall notify Discloser and shall act to prevent any further disclosure or
misuse, including enforcing obligations of parties to whom it has disclosed Confidential Information of Discloser.
5. Exceptions. Recipient's obligation of confidentiality and restriction on use shall not apply to Confidential Information if, and
then only to the extent that it is: (a) known to Recipient before receipt from Discloser; (b) generally available to the public
(or becomes so) without the fault or negligence of Recipient; (c) rightfully received by Recipient from a third party without a
duty of confidentiality; or (d) independently developed by Recipient or its affiliates without any use of Discloser's
Confidential Information.
6. Required Disclosures. Recipient is permitted to disclose the Confidential Information as required by a court or other
governmental entity of competent jurisdiction; provided, however, that Recipient shall (a) where permitted by law, give
Discloser written notice promptly upon receipt of a disclosure requirement and before the disclosure is made, (b) take
Document Ref: BWNDG-IWSQH-CZ3AB-GUQ2A Page 1 of 2
Introducing ZIWO - A Super Hero for your contact center
reasonable actions and provide reasonable assistance to Discloser to secure confidential treatment of the Confidential
Information at the cost of Recipient, and (c) disclose only such Confidential Information as legally compelled.
7. Copies. Recipient shall make only such copies of the Confidential Information as are necessary to accomplish the
Purpose. Any such copies shall reproduce all markings included therein.
8. Return. All copies and excerpts of the Confidential Information shall be promptly returned to Discloser upon request.
Recipient may choose to destroy such copies and excerpts instead of returning them, if Recipient provides Discloser with
a written representation to such effect.
9. Rights Not Granted. All Confidential Information, including all intellectual property rights therein, shall remain the property
of Discloser. Nothing herein shall be construed as granting Recipient any rights, express or implied, including without
limitation any intellectual property rights, in Discloser's Confidential Information, other than the limited right to use it to
accomplish the Purpose.
10. Right to Disclose. Discloser warrants that it has the right to make the disclosures under this Agreement. Discloser makes,
and there are, no other representations, warranties or conditions, express or implied, regarding any Confidential
Information, including but not limited to those of completeness, fitness for any particular purpose or non-
infringement of industrial or intellectual property rights of third parties.
11. Export. The Parties acknowledge that Confidential Information provided pursuant to this Agreement may be subject to the
export laws and regulations of the United States and/or other countries (cumulatively, “Export Laws”). Recipient agrees
that it will not use distribute, export, re-export, transfer, or transmit the Confidential Information (even if incorporated into
other items) in violation of the Export Laws. If requested by the Discloser, Recipient agrees to sign written assurances
and other export-related documents as may be required for Discloser to comply with Export Laws.
12. Entire Agreement. This Agreement is the entire agreement between the Parties as to the subject matter hereof and
supersedes any previous agreements, oral or written, as to its subject matter. It may be modified only by written
agreement of the Parties.
13. Governing Law; Jurisdiction; Dispute Resolution. Any dispute arising out of or in connection with this contract, including
any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under
the Arbitration Rules of the Dubai International Finance Centre / London Court of International Arbitration ("DIFC-LCIA")
Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The seat, or legal place, of
arbitration shall be Dubai International Finance Centre, UAE. The language to be used in the arbitration shall be English.
The arbitral tribunal will will consist of only one (1) arbitrator who will be selected by agreement between the Parties. If the
Parties fail to agree on an arbitrator within the applicable time period, such appointment will be made in accordance with
the DIFC-LCIA Rules. The award of the arbitral tribunal is final and binding on the Parties.
14. Assignment. Neither Party may assign any of its rights, or delegate any of its obligations, under this Agreement, without
the prior written consent of the other Party, and such consent will not be unreasonably withheld.
15. Miscellaneous. Neither Party has an obligation under this Agreement to purchase any product or service from the other
Party, or engage in any other transaction with the other Party. Nothing in this Agreement shall limit the right of Discloser to
offer its products or services for sale to any third party or modify or discontinue them at any time. The Parties do not intend
that any agency or partnership relationship be created between them by this Agreement. Notices shall be given in writing
and shall be deemed effective upon the date of receipt of such notice at the address of the other Party first set forth
above, as evidenced by delivery confirmation receipts of commercial courier services or the relevant Postal Service. A
copy or facsimile of this Agreement signed by an authorized representative of either Party shall have the same force and
effect as an original.
The Parties hereby execute this Agreement as of the Signature Date.
Renaud de Gonfreville - CEO Marwa Moustafa El Tantawi
Document Ref: BWNDG-IWSQH-CZ3AB-GUQ2A Page 2 of 2
Signature Certificate
Reference number: BWNDG-IWSQH-CZ3AB-GUQ2A
Signer Timestamp Signature
Email: marwa@outsource-egypt.com
Shared via link
Sent: 20 Jun 2024 12:54:30 UTC
Viewed: 20 Jun 2024 14:40:18 UTC
Signed: 25 Jun 2024 11:26:09 UTC
IP address: 41.36.68.66
Location: Alexandria, Egypt
Renaud De Gonfreville
Email: renaud.degonfreville@ziwo.io
Sent: 20 Jun 2024 12:54:30 UTC
Viewed: 25 Jun 2024 11:41:56 UTC
Signed: 25 Jun 2024 11:42:07 UTC
Recipient Verification: IP address: 80.227.153.20
✔Email verified 25 Jun 2024 11:41:56 UTC Location: Dubai, United Arab Emirates
Document completed by all parties on:
25 Jun 2024 11:42:07 UTC
Page 1 of 1
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