1. Purpose and Scope
Facilitates a potential business relationship and governs treatment of confidential, proprietary, and sensitive information.
2. Definition of Proprietary Information
Includes all non-public, confidential, sensitive, or strategic information such as:
- Business strategies, systems, software, source code, contracts, APIs, patents, playbooks, technical docs, influencer databases.
- IP filings, protected content, product designs, agreements, frameworks.
- All intellectual property, innovations, writings, methods, or technologies created/controlled by Dr. Ravneet Singh (Dr Ravi / Campaignguru), including #Influencer, #Bio, #University, and affiliated ventures.
3. Mutual Awareness & Privacy
Knowledge of each other’s history, founders, clients, or legal matters shall not be used or shared without written consent.
4. Obligations of Confidentiality
Protect shared Proprietary Information.Share only on a need-to-know basis.No copying, reverse-engineering, misuse, or commercialization.Use solely for evaluating/engaging in business relationship.
5. Exclusions
Not confidential if public, lawfully possessed, disclosed by authorized third-party, or independently developed.
6. Ownership and No License
Rights remain with the Disclosing Party.
7. Return or Destruction
Return or destroy Proprietary Information within 10 business days upon request.
8. Non-Disparagement
No disparaging statements, public or private.
9. Ethical Conduct & Legal Compliance
Act ethically, comply with applicable laws, IPO regulations, investor communications, and data protection.
10. Confidentiality of Relationship
Agreement’s existence and discussions remain confidential unless required by law.
11. Third-Party Protections
Extends to partners, creators, clients, and influencers.
12. Remedies for Breach
Entitles injured Party to equitable relief, damages, attorney fees.
13. Governing Law and Jurisdiction
Laws of Texas, U.S. Jurisdiction in Travis County, unless arbitration.
14. Dispute Resolution
First attempt negotiation.Then mediation.Then binding arbitration (AAA in Texas for U.S. disputes; UNCITRAL/ICC in Texas or Singapore for international).
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, India IT Act, EU eIDAS.
18. Responsibility for Employees & Contractors
Parties responsible for compliance of employees, contractors, and agents.
19. Non-Solicitation of Talent
No soliciting employees, influencers, or advisors for 1 year post-term.
20. Artificial Intelligence & Automation
No confidential data in 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 & Comprehension
Signers affirm authority, understanding, and voluntary execution.
23. Copyrights, Trademarks, Service Marks
Remain property of originating Party.
24. No Use of Residuals
No retention/use of disclosed concepts without permission.
25. Global Enforcement
Agreement enforceable in all jurisdictions where Parties operate.
26. Certification of Destruction
Parties may request written certification of destruction.
27. Force Majeure
No liability for delays due to uncontrollable events (e.g., disasters, war, pandemics).
28. Digital Evidence Admissibility
Digital files, blockchain receipts, metadata logs admissible as legal evidence.
29. Entire Agreement & Amendments
Complete understanding; changes must be written and signed.
30. Global Entity & Brand Coverage
Applies globally to:
- #Influencer, #Bio, #University, and spin-offs.
- Entities linked to Dr. Ravneet Singh.
- Locations in U.S., Singapore, Dubai, Europe, Latin America, Asia, etc.