Non Disclosure Agreement Policy

This Non-Disclosure Agreement (NDA) Policy (“Policy”) outlines the obligations and responsibilities of individuals or entities (referred to as "Recipient") who are granted access to certain confidential and proprietary information by 1XL LLC FZ and One XL Info LLP (the "Organisation") for the purpose of evaluating or engaging in business discussions, collaborations, partnerships, or other activities related to our services, products, and operations.

By entering into a Non-Disclosure Agreement with the Organisation, you agree to the terms set forth in this Policy and understand your obligations in safeguarding the confidentiality of the Organisation’s proprietary information.

Effective Date:

This Agreement governs the handling, protection, and use of confidential and proprietary information shared between the Organisation and the Receiving Party in connection with their collaboration, which includes the development, marketing, distribution, and sale of services and products across the following industries:

• 1XL Website (including services and products offered via the website)
• SaaS Platforms
• Online Courses
• Events
• Podcasts
• Travel Services

Purpose

The purpose of this NDA is to protect the Organisation’s confidential, proprietary, and sensitive information that may be shared with a third party in the course of business negotiations, discussions, and partnerships. The Recipient agrees to use the disclosed information solely for the purpose specified in the agreement and to take reasonable measures to prevent unauthorised disclosure.

Definition of Confidential Information

Confidential Information refers to all non-public, proprietary, or sensitive information disclosed by the Organisation to the Recipient, including but not limited to:

• Business plans, strategies, and operations.
• Financial information and performance data.
• Intellectual property, including patents, trademarks, copyrights, and trade secrets.
• Product designs, technical specifications, and research and development activities.
• Customer lists, supplier data, and other business relationships.
• Marketing plans, promotional material, and pricing information.
• Software, algorithms, databases, and related tools or technologies.

This information, whether disclosed in writing, orally, or by any other means, is considered confidential and is protected under this NDA.

Obligations of the Recipient

The Recipient agrees to:

• Confidentiality: Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Organisation.
• Restricted Use: Use the Confidential Information solely for the purpose as described in the agreement and not for any other personal, business, or commercial purpose.
• Protection: Take reasonable precautions to prevent unauthorised access to or disclosure of the Confidential Information. This includes ensuring that the Confidential Information is not accessed by unauthorised employees, contractors, or agents.
• Return or Destruction of Information: Upon request, or upon termination of the NDA, the Recipient must return or destroy all Confidential Information provided by the Organisation, including any copies made thereof.

Exceptions to Confidentiality

The confidentiality obligations under this NDA do not apply to the following types of information:

• Public Domain: Information that is or becomes publicly available through no fault of the Recipient.
• Already Known: Information that was already known to the Recipient prior to disclosure by the Organisation, as evidenced by the Recipient’s records.
• Independently Developed: Information that is independently developed by the Recipient without reference to the Organisation’s Confidential Information.
• Legal Requirement: Information that must be disclosed pursuant to a legal obligation, court order, or regulatory requirement. In such cases, the Recipient must notify the Organisation promptly to allow the Organisation to seek protective measures.

Duration of Confidentiality Obligations

This Agreement shall remain in effect until the Confidential Information no longer qualifies as confidential or until terminated by either party with [insert notice period] written notice to the other party. However, the Receiving Party’s obligations with respect to the Confidential Information shall survive for a period of [insert time period] years after the termination of the Agreement, or for as long as required by law.

Non-Solicitation

The Recipient agrees not to solicit, directly or indirectly, any employee, contractor, or client of the Organisation during the term of this agreement and for a period of two (2) years following the termination of the agreement.

No License

The disclosure of Confidential Information under this NDA does not grant the Recipient any rights, title, or interest in or to the Organisation’s Confidential Information, including any intellectual property rights.

Enforcement and Legal Remedies

The Recipient acknowledges that any unauthorised disclosure or misuse of the Confidential Information may result in irreparable harm to the Organisation, and the Organisation may seek injunctive relief or other legal remedies to prevent further disclosure or misuse. The Recipient agrees to be liable for any damages, including legal fees, resulting from the breach of this NDA.

Dispute Resolution

In case of any disputes arising out of this Agreement, both parties agree to:

• Negotiation: Attempt to resolve the dispute amicably through discussions and negotiation.
• Arbitration: If the dispute cannot be resolved through negotiation, the matter will be settled by binding arbitration, conducted in accordance with the [insert arbitration rules]. The place of arbitration will be [insert location], and the arbitration proceedings will be conducted in the [insert language].

Modifications and Waivers

This NDA may not be amended or modified except by a written document signed by both parties. Any waiver of any provision of this NDA must be in writing and signed by the party granting the waiver. A waiver of one provision does not constitute a waiver of any other provision.

Severability

If any provision of this NDA is found to be invalid, illegal, or unenforceable, the remainder of the NDA will remain in full force and effect, and the invalid provision will be modified to the extent necessary to make it enforceable.

Acknowledgment

By entering into an agreement with the Organisation and receiving Confidential Information, the Recipient acknowledges and agrees to comply with the terms of this NDA and acknowledges that they understand the nature of the confidential information and the legal obligations regarding its protection.