This Non-Disclosure Agreement ("Agreement") is entered into by and between the parties listed above for the purpose of evaluating a potential business relationship, including but not limited to investment, advisory, or strategic partnership opportunities related to Yonoo, an AI aggregation platform.
3. Definition of Confidential Information
"Confidential Information" means any and all non-public information disclosed by either party to the other, whether orally, in writing, electronically, or by any other means, including but not limited to:
Business plans, strategies, and financial projections
Revenue figures, user metrics, conversion rates, and growth data
Technical architecture, AI routing systems, and proprietary algorithms
Pricing models, subscription tiers, and monetization strategies
Customer and user data (in aggregate or anonymized form)
Marketing strategies, influencer programs, and partnership details
Product roadmaps, feature specifications, and development timelines
Investor materials, pitch decks, and term sheets
Trade secrets, know-how, and intellectual property
Any information marked or reasonably understood to be confidential
4. Obligations of the Receiving Party
The Receiving Party agrees to:
Hold all Confidential Information in strict confidence and not disclose it to any third party without prior written consent from the Disclosing Party.
Use the Confidential Information solely for the purpose of evaluating the potential business relationship described in Section 2.
Take all reasonable measures to protect the confidentiality of the Confidential Information, using at least the same degree of care used to protect its own confidential information.
Limit access to Confidential Information to those individuals who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.
Not copy, reproduce, or distribute the Confidential Information except as reasonably necessary for the stated purpose.
Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.
5. Exclusions
Confidential Information does not include information that:
Is or becomes publicly available through no fault of the Receiving Party;
Was already known to the Receiving Party prior to disclosure, as evidenced by written records;
Is independently developed by the Receiving Party without reference to the Confidential Information;
Is rightfully received from a third party without restriction on disclosure; or
Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow it to seek a protective order.
6. Non-Compete & Non-Solicitation
During the term of this Agreement and for a period of twelve (12) months following its termination, the Receiving Party agrees not to:
Directly or indirectly develop, launch, or invest in a competing AI aggregation platform that substantially replicates Yonoo's core functionality;
Solicit, recruit, or attempt to hire any employees, contractors, or key team members of Yonoo;
Use Confidential Information to gain a competitive advantage in any market.
7. Return of Materials
Upon written request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, notes, summaries, and analyses derived therefrom, and provide written confirmation of such return or destruction.
8. Term & Termination
This Agreement shall remain in effect for a period of two (2) years from the date of execution. The confidentiality obligations herein shall survive termination for an additional period of two (2) years. Either party may terminate this Agreement at any time with thirty (30) days' written notice.
9. Remedies
The parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law.
10. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. Any disputes arising out of or in connection with this Agreement shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to the competent courts in Germany.
11. General Provisions
Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior negotiations, representations, and agreements.
Amendments: No modification of this Agreement shall be effective unless made in writing and signed by both parties.
Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
No Obligation: This Agreement does not obligate either party to enter into any further agreements, transactions, or business relationships.
Assignment: Neither party may assign this Agreement without the prior written consent of the other party.