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WHEREAS, this Agreement is created for the purpose of preventing the unauthorised disclosure of the confidential and
proprietary information regarding the development of Ace with its purpose of platform and architecture development,
hereinafter known as the “Software” “IOT” and "digital ecosystem" “Business plan”. The Parties agree as follows:
Mutual – This Agreement shall be Mutual, whereas, the Parties shall be prohibited from disclosing confidential and
proprietary information that is to be shared between one another in an effort to develop the Software.
Unilateral – This Agreement shall be Unilateral, whereas, the 1st Party shall have sole ownership of the Software with the
2nd Party being prohibited from disclosing confidential and proprietary information that is to be released by the 1st Party in
an effort to develop the Software.
III. DEFINITION. For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited
to, software products, software source code or any related codes in all formats, business plans, financial statements,
customers or users, analytical data, documentation, and correspondences that have not otherwise been made publicly

However, Confidential Information does not include:
(a) information generally available to the public;
(b) widely used programming practices or algorithms;
(c) information rightfully in the possession of the Parties prior to signing this Agreement; and
(d) information independently developed without the use of any of the provided Confidential Information.
(d) information independently developed without the use of any of the provided Confidential Information.
IV. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest
of confidence at all times and to their agents, employees, representatives, affiliates, and any other individual or entity that is


This document is the proprietary property of AIRPAL / Ace Social Global

Copying or otherwise distributing the information contained herein is a breach of confidentiality agreement.
on a “need to know” basis. If any such Confidential Information shall reach a third (3rd) party or become public, all liability
will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or
use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials
to the Requesting Party upon request.
Copyright © 2020
This Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in Section II.
V. TIME PERIOD. The bounded Party’s(ies’) duty to hold the Confidential Information in confidence shall remain in effect
until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this
VI. RELATIONSHIP. The Parties agree that there is no such statement in this Agreement that suggests any Party is an
employee, partner, or that the Software is a joint venture. All ownership interests, if any, shall be stated in a separate
VII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this
Agreement shall be interpreted so as best to affect the intent of the Parties.
VIII. INTEGRATION. This Agreement expresses the complete understanding of the Parties with respect to the subject
matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be
amended except in writing with the acknowledgment of the Parties.
IX. Enforcement. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential
Information, any breach of this Agreement would cause irreparable harm for which damages and or equitable relief may be
sought. The harmed Party shall be entitled to all remedies available at law.

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