This non-disclosure Agreement (the “Agreement”) is entered into by and between James Grant, with his address at Eulenspiegelstr 78D, 81739 Munich Germany (the “Disclosing Party”) and  with their address at    (the “Receiving Party“), (the Disclosing Party and the Receiving Party solely also “Party” and together the “Parties”) with effect as of (the “Effective Date”).  

1. Purpose

  1. The Parties intend to evaluate possibilities of cooperation, collaboration, engagement into a business relationship or founding a company as the case may be (the “Approved Purpose”). In connection with the Approved Purpose, the Disclosing Party may disclose certain confidential commercial and technical information to the Receiving Party and requests the Receiving Party to treat this information STRICTLY CONFIDENTIALLY. The Receiving Party may use the Confidential Information solely in accordance with the provisions of this Agreement and only for the Approved Purpose. It shall be impermissible to use the Confidential Information otherwise.


2. Confidential Information

  1. For the purposes of this Agreement, “Confidential Information” means all documents and information, disclosed by the Disclosing Party to the Receiving Party directly or indirectly, in whatever form transmitted (digitally / orally / in writing or otherwise), related to the Approved Purpose, including without limitation, information incorporated in computer software or held in electronic storage media, data, reports, studies, interpretations, forecasts, know-how, compositions, plans, strategies, strategic partnerships and the existence of the discussions between the Parties, customer information, employee information, financial and inventory records, intellectual property, trade secrets, product development plans, research, ideas, concepts, design formulas, technology, devices, inventions, methods of process regardless of patent or patentability, substance of agreements with clients, suppliers and any third party, customer lists, suppliers lists, marketing agreements, channels of distribution, pricing policies, records, business plans, operations, systems and compliance strategies of the Disclosing Party or another party whose information the Disclosing Party has in its possession under obligations of confidentiality. Confidential Information may also include any information belonging to third parties or information with regard to which the Disclosing Party is subject to a non-disclosure obligation.
  2. Confidential Information, however, does not mean any information that
    i) was publicly known and accessible prior to its disclosure by the Disclosing Party;
    ii) is publicly known and made publicly accessible after its disclosure by the Disclosing Party without any action or omission by the Receiving Party.
  3. The Receiving Party may disclose the Confidential Information if and only to the extent that is required to be disclosed by law, provided that before making such disclosure, the Receiving Party shall promptly notify the Disclosing Party of such disclosure order.


3. Confidentiality Obligation / Use of the Confidential Information

  1. The Receiving Party undertakes to keep the Confidential Information secret and strictly confidential. The Receiving Party acknowledges and agrees that it shall prevent the disclosure of the Confidential Information to third parties and shall use the Confidential Information solely for the Approved Purpose. Without limiting the foregoing, the Receiving Party shall make at least such arrangements, which it also applies to protect its own strictly confidential information. The Receiving Party shall refrain from unauthorised use and shall particularly not use the Confidential Information for any purpose that may be harmful to or competitive with the Disclosing Party. In particular, any disclosure of the Confidential Information (such as posts, chats etc.) in any and all social media channels such as facebook, instagram, twitter, tic tok etc. is deemed to be harmful and therefore strictly prohibited. Any exchange of the Confidential Information via unapproved communication tools – also between several Receiving Parties – is also strictly prohibited. Explicitly the Receiving Party will only utilise the approved collaboration tools when discussing remotely or contributing to matters disclosed - Apple services and products FaceTime, iMessages, Numbers, Pages, Keynote; Asana, Viima, TSheets and Jira. This explicit list may be provisioned with specific user identities, is subject to change by the Disclosing Party and future changes must also be adhered to.


4. Prohibition of Use and Secrecy

  1. The Receiving Party acknowledges and agrees that the Confidential Information may possibly contain information of the Disclosing Party that is protected by copyright or other intellectual property rights. For this reason, the Receiving Party is obligated neither to change, disassemble into individual parts or decompile any pieces or parts of the Confidential Information nor to apply for registration of property rights for any pieces or parts of the Confidential Information.


5. No Obligation to Proceed

  1. None of the provisions in this Agreement obligates the Parties to continue the Approved Purpose, contemplated by them and each Party reserves the right to break off the negotiations at its reasonable discretion.


6. No Warranty

  1. Any and all pieces of Confidential Information are provided “AS THEY ARE”. The Disclosing Party does not make any warranty, neither explicitly nor implied, nor in any other way, as to the correctness, completeness and / or functionality of the Confidential Information.
  2. The Disclosing Party shall not have any liability or responsibility for errors or omissions in, or any business decisions made by the Receiving Party in reliance on any Confidential Information disclosed under this Agreement.


7. Return / Destruction of the Confidential Information

  1. Upon first request of the Disclosing Party the Receiving Party shall be obligated to return and / or to destroy (at the Disclosing Party’s option) any and all Confidential Information received in a digital form, in writing or in any other physical form, including copies, reproductions and / or other data carriers containing such Confidential Information, within 10 (ten) days. The Receiving Party shall furnish written proof of the destruction to the Disclosing Party upon request within 10 (ten) days.


8. No Grant of License / No Transfer of Rights

  1. The Confidential Information as well as any and all intellectual property rights and copyrights based thereon or resulting therefrom, including any and all derivative works, are and remain the sole and exclusive property of the Disclosing Party and the Disclosing Party alone shall be entitled to all property rights, rights of use and other rights arising therefrom. By the provisions of this Agreement it is neither intended to grant to the Receiving Party any license or to grant or to transfer other rights under patent rights, property rights or copyrights nor is the Receiving Party granted any rights to Confidential Information of the Disclosing Party due to this Agreement. Confidential Information may also apply to future products and/or business strategies and/or products and/or business strategies not yet disclosed, if applicable. The Receiving Party agrees not to use the Confidential Information as basis for developing competing products and not to have this Confidential Information used by third parties.


9. Legal Remedy

  1. The Parties agree that, in the event of a breach or threatened breach of the terms of this Agreement, the Disclosing Party shall be entitled to seek an injunction prohibiting any such breach. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of money damages. The Parties acknowledge that Confidential Information is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the Disclosing Party.


10. Non-Competition

  1. As an essential part of this Agreement, as from the date hereof and for a period of two years following the Effective Date (the “Non-Competition Term”) the Receiving Party undertakes to refrain from competing with the Disclosing Party directly or indirectly through related parties, and/or another person.


11. Penalty / Liability

  1. In each case of violation of the Receiving Party’s obligations of the foregoing sections 1 through 10, the Receiving Party is obliged to pay to Disclosing Party a contractual penalty the amount of which shall be determined by the competent court at its discretion. The contractual penalty does not limit the rights of the Disclosing Party to any other remedies, in particular to additionally claim damages.
  2. In case of any infringement of this Agreement the Receiving Party shall be liable for any and all damages, losses, costs and expenses arising, which the Disclosing Party may incur or suffer as a result of the infringement. The Receiving Party shall bear moreover any and all legal fees (including the costs of the legal representation respectively lawyers’ fees) connected to the infringement. The Disclosing Party shall be entitled to cumulative remedies.


12. Term

  1. This Agreement commences on the Effective Date and shall remain in full force and effect for a period of 4 years following the Effective Date.


13. Final Provisions

  1. Any amendments and supplements hereto, including this clause, must be made in written form in order to be effective. Collateral Agreements do not exist.
  2. Failure to exercise or delay in exercising any right or remedy under this Agreement by any Party shall not operate as a waiver thereof or of any other right or remedy which such Party may have hereunder, or any single or partial exercise of such right or remedy shall not preclude any further exercise thereof or of any other right or remedy which such Party may have hereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights and remedies provided by law, in equity or otherwise.
  3. This Agreement shall be governed by the applicable laws and statutes of the Federal Republic of Germany without regard to its choice of law rules and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods. The Parties hereby submit to the jurisdiction of Munich courts.
  4. If individual provisions of this Agreement are or become invalid or if there is a loophole in this Agreement, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The Parties undertake to replace the invalid provision by such legally permissible provision which most closely corresponds to the economic intent of the invalid one or which resolves the loophole.


, Munich, 2024-07-24  

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Signed by James Grant
Signed On: 2022-12-01

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2022-09-28 16:14 CESTNON-DISCLOSURE AGREEMENT Uploaded by James Grant - management@spiritualme.life IP
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