1. Purpose and Scope
This Agreement facilitates a potential business relationship and governs how both Parties treat confidential, proprietary, and sensitive information exchanged in the process.
2. Definition of Proprietary Information
“Proprietary Information” includes all non-public, confidential, sensitive, or strategic information disclosed in any form, including but not limited to:
- Business strategies, systems, software, source code, contracts, APIs, patents, campaign playbooks, technical documentation, inventions, influencer databases.
-IP filings, product designs, third-party agreements, frameworks or documentation connected to the other Party.
-Intellectual property, innovations, writings, methods, or technologies created/controlled by Dr. Ravneet Singh (Dr Ravi and/or Campaignguru) including ##Influencer, #Bio, #University, or affiliated ventures/domains worldwide.
3. Mutual Awareness & Respect for Privacy
Parties acknowledge awareness of each other’s business history, founders, media presence, clients, or legal matters. Such knowledge shall not be disclosed or used without consent.
4. Obligations of Confidentiality
Each Party agrees to:Protect shared Proprietary Information.Share only on a need-to-know basis under similar confidentiality obligations.Not copy, reverse-engineer, misuse, or commercialize disclosed info.Use confidential materials solely for contemplated business relationships.
5. Exclusions
Confidentiality does not apply to information that is:Public without fault,Already possessed lawfully,Disclosed by authorized third party,Independently developed.
6. Ownership and No License
Proprietary rights remain with Disclosing Party. No transfer of ownership granted.
7. Return or Destruction
Upon request or termination, Proprietary Information must be returned/destroyed within 10 business days.
8. Non-Disparagement
Parties shall not make disparaging statements about each other, founders, team, or affiliates.
9. Ethical Conduct & Legal Compliance
Parties must act ethically and comply with applicable laws (IPOs, investor communications, data protection).
10. Confidentiality of the Relationship
Existence and nature of Agreement and discussions remain confidential unless required by law.
11. Third-Party Protections
This Agreement extends to third-party partners, creators, clients, and influencers.
12. Remedies for Breach
Breach entitles the injured Party to equitable relief, damages, attorney fees, and other remedies.
13. Governing Law and Jurisdiction
Texas, U.S. law applies. Exclusive jurisdiction: courts in Travis County, Texas (unless arbitration applies).
14. Dispute Resolution; Mediation & Binding Arbitration
- First attempt informal negotiation → mediation → arbitration.
- U.S.-based disputes → AAA rules in Texas.
- International disputes → UNCITRAL or ICC rules (Texas or Singapore seat).
- Prevailing Party entitled to attorneys’ fees, costs, expenses.
15. Legal Costs
Each Party bears own costs unless awarded otherwise.
16. Term and Survival
Obligations survive 3 years after last disclosure.
17. Execution and Signature Validity
Electronic signatures valid under E-SIGN Act, Texas UETA, UNCITRAL Model Law, India IT Act, EU eIDAS.
18. Responsibility for Employees and Contractors
Each Party ensures compliance by employees/contractors.
19. Non-Solicitation of Talent
No solicitation/recruitment of the other Party’s employees, influencers, or advisors during term + 1 year after.
20. Artificial Intelligence and Automation
No confidential data input into public AI tools. AI-generated content cannot be reused without consent.
21. Financial and Investor Material
Cap tables, decks, term sheets, financials are confidential.
22. Legal Capacity and Comprehension
Signers affirm full authority, understanding, voluntary execution, and opportunity to seek counsel.
23. Standard Release
Upon separation, Releasor releases Dr. Ravneet Singh, Hashtag Influencer Pte. Ltd., affiliates (#Bio, #University, #Team), officers, contractors, advisors, investors, etc., from all claims worldwide.
Releasor affirms all compensation settled and waives right to legal proceedings or class actions.
24. Copyrights, Trademarks, and Service Marks
All IP remains exclusive property of originating Party.
25. No Use of Residuals
No Party may retain/use disclosed concepts for future commercial use without permission.
26. Global Enforcement
Agreement enforceable in any jurisdiction where Parties operate.
27. Certification of Destruction
If requested, Parties must certify destruction/return of confidential materials.
28. Force Majeure
No liability for delays/non-performance due to uncontrollable events.
29. Digital Evidence Admissibility
Digital files, blockchain receipts, metadata admissible as evidence worldwide.
30. Entire Agreement & Amendments
Reflects complete understanding. Amendments must be in writing and signed.
31. Global Entity & Brand Coverage
Applies to all companies, projects, platforms, and locations of either Party including #Influencer, #Bio, #University, all entities of Dr. Ravneet Singh.