Confidentiality

CONFIDENTIALITY AGREEMENT

 

THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is between Manaia, LLC (“Manaia” or the “Manaia”), and you (the “Recipient”). By accessing or using Manaia's’s Cryptocurrency Investment 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, Manaia wishes to provide Recipient with certain confidential material (the “Evaluation Materials”) that companies (“Owners”) have made available for the study in connection with possible Token purchase's (the “Transaction”) among investors, Owners, and Companies (the “Parties”).

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

  1.  Disclosure:  Parties have been advised that a representative (the “Seller’s Representative”) has been retained on an exclusive basis by the Owner with respect to the offering for sale of the Token's named in the Transaction (the “Property”).  Parties agree that all inquiries and communications with respect to the sale of Property be directed to the Seller’s Representative. Parties further agree that it shall not directly communicate in any form with the Owner without first obtaining the consent of the Seller’s Representative.    Parties hereby acknowledge that it has not dealt with anyone, other than the Seller’s Representative. 

The Seller’s Representative shall make available to the Parties for review certain information (“Confidential Information”) concerning Property. The Seller’s Representative may make such Confidential Information available to the Parties upon execution of this Confidentiality Agreement. The Confidential Information is intended solely for the Parties limited use in considering whether to pursue the investment property.  The Confidential Information contains brief, selected information pertaining to the business and affairs of the Owner, and has been prepared by the Seller’s Representative, solely from information supplied by the Owner.  It does not purport to be all-inclusive or to contain all the information. Neither Manaia, the Seller’s Representative, nor the Owner make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and no legal liability is assumed or to be implied with respect thereto.

The Parties shall be responsible for any breach of this Agreement by the Parties or their representatives, partners, officers, employees, members, managers or agents and hereby assume all liability for damages relating to or arising out of the unauthorized use or disclosure of the Confidential Information by its representatives, partners, officers, employees, members, managers or agents.  In addition to the foregoing, neither party hereto will, without the prior written consent of the other disclose to any person (i) the fact that discussions are taking place concerning a possible transaction between the Owner and the Parties, or (ii) any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof.  If the Seller’s Representative or the Owner so requests, the Parties shall promptly return to the Seller’s Representative all written Confidential Information and any other written material containing or reflecting any information in the Confidential Information and will not retain any copies, extracts or other reproductions in whole or in part of such written material. In addition, if the Seller’s Representative so request, all documents, memoranda, notes and other writings (including all in electronic format) whatsoever prepared by the Parties based on the information in the Confidential Information shall be destroyed.

Manaia discloses to all Parties that in the normal course of doing business within the Manaia Cryptocurrency Trading Platform, and for my benefit Manaia shall engage the services of others, some of which may also be affiliates of Manaia.  Manaia shall do so only at rates for such services as are customary and normal within that service industry as charged by other third party providers of such similar or same scopes of services, and knowing this I have no objection to this affiliate relationship on the part of Manaia.

  1.  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 hereunder 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.
  2.  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.
  3.  Relationships.  Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
  4.  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.
  5.  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. 
  6.  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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