Concept NDA

CONCEPT NON-DISCLOSURE AGREEMENT

 THIS CONCEPT NON-DISCLOSURE AGREEMENT (the “Agreement”) is between Manaia, LLC (“Manaia” or the “Manaia”), and you (the “Recipient”). By clicking “I AGREE” or by accessing or using Manaia's Cryptocurrency Trading Platform (the “Platform”), Recipient intends to and expressly agrees to be bound by all the terms and conditions of this Agreement.  If Recipient does not agree to these terms and conditions of access and use, Recipient must not access or use this Platform.

 WHEREAS, the Manaia desires to disclose to Recipient certain confidential information relating to the Platform and a device, process, design or other intellectual property for the purpose of the commercialization of a new concept for Crowd Funding using Cryptocurrencies to fund SME's, with SEC exemptions; and the associated tools of the Cryptocurrency industry to promote Crowd Funding and Funding of SME's (the “Concept”); and

 WHEREAS, Manaia is in the process of creating and obtaining proprietary protection for all matters which it has conceived or developed including but not limited to confidentiality, intellectual property, trade secret, patent, copyright and trademark protection;

 NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

 Disclosure:  For purposes of this Agreement, “Confidential Information” shall include all non-public information not otherwise excluded by law relating to the Concept and disclosed by Manaia to Recipient, or that companies have made available for study in connection with a possible Token purchase.

  1. Review:  The Recipient shall diligently review the information relating to the Concept.  Such a review may include marketing, trade secrets, and such other aspects as may be incidental to the Recipient’s involvement with the Concept.  In the event the Recipient contributes to or makes any development relative to or useful for the Manaia Concept, such developments may be used by and are hereby assigned to Manaia.  The Recipient may disclose the information to any of its employees or other persons only as is necessary for purposes of its review.  The Recipient shall keep records of any and all person to which information is disclosed and keep records of agreements as required pursuant to this agreement and to make such records available to Manaia upon request.  The Recipient agrees not to utilize, exploit or incorporate any of the information for its own benefit directly or indirectly accept as expressly agreed by Manaia in writing.  In the event that the Recipient no longer expresses an interest in any of all of the information or that Manaia makes written request, the Recipient agrees to return and otherwise provide to Manaia all writings, documents, notes, or other records whatsoever and all copies thereof relative to the Concept and the information disclosed.  Such shall not act to extinguish the obligations set forth in the agreement, however.
  2. Confidentiality of Concept:  Recipient shall protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Recipient shall not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose or any related transactions between the parties. The Recipient understands and agrees that the information relating to the Concept and all associated information shall be considered confidential, whether labeled as such or not, whether disclosed before or after entering into this agreement, whether of a technical or business nature, and whether discovered by explicit disclosure or mere inspection of any item or facility.  In addition, it is agreed that the Concept and its associated information represent trade secrets and may become subject to intellectual property, patent, trademark, or other additional proprietary protection.  In recognition of such existing and potential proprietary rights which exist or may be obtained, the Recipient agrees to take all reasonable steps to maintain, continue and protect the secrecy of the Concept and all information as is disclosed to it and its employees, to subject its employees to like restrictions, and to subject any third persons to which it discloses information to like restrictions.
  3. Ownership of Confidential Information:  Recipient acknowledges that all rights, title and interest in and to all Confidential Information is and shall remain exclusively owned by Manaia including all patents, trademarks, copyrights, and trade secrets related thereto.  The execution of this Agreement and the furnishing of any Confidential Information here under shall not be construed to grant to Recipient any license or other right under or to any patent, copyright, trade secret, or other intellectual property right owned by Manaia.
  4. Injunctive Relief: Because the Confidential Information is unique and of great value to Manaia, Manaia shall be entitled to injunctive relief to restrain Recipient from violating any provisions contained herein.
  5. Relationships: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
  6. Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
  7. Assignment:  This Agreement and the rights and obligations herein shall inure to the benefit of and be binding upon Manaia and its affiliates, successors, and assigns.  Recipient may not assign its rights and obligations under this Agreement without the written consent of Manaia.
  8. Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

 THE RECIPIENT HAS ACCEPTED AND AGREED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

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