Colon Maritime Services Hub Visitor Non-Disclosure Agreement
This Visitor Non-Disclosure Agreement (this "Agreement") is entered into electronically as of the date of acceptance shown in the digital signature record, by and between Navitas Trading S.A. (the "Disclosing Party") and the individual accepting this Agreement on behalf of the organization identified in the digital signature fields below (the "Receiving Party"). Under Texas law, an electronic signature may not be denied legal effect solely because it is electronic, provided the parties agree to conduct the transaction electronically.
1. Purpose
The Disclosing Party may provide the Receiving Party with access to non-public information on the Colon Maritime Services Hub website, including project information, commercial materials, operating data, business plans, financial models, commercial strategy materials, customer or counterparty information, technical materials, and other materials made available in connection with evaluating a potential business relationship, investment, transaction, service engagement, or other commercial opportunity (the "Purpose").
2. Confidential Information
"Confidential Information" means all non-public information disclosed or made available by or on behalf of the Disclosing Party, whether in written, oral, visual, electronic, or other form, including information accessed through any password-protected, restricted, or visitor-only portion of the website. To improve enforceability under Texas law, confidential information should be defined clearly and not overly broadly.
Confidential Information does not include information that the Receiving Party can demonstrate by written records: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known by the Receiving Party without restriction before disclosure; (c) is lawfully received from a third party without breach of any confidentiality duty; or (d) is independently developed without use of the Confidential Information.
3. Use and Protection
The Receiving Party shall:
- use the Confidential Information solely for the Purpose;
- not disclose Confidential Information to any person except its directors, officers, employees, advisors, financing sources, or representatives who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement;
- protect the Confidential Information using at least reasonable care, and no less than the care it uses to protect its own confidential information of a similar nature;
- not copy, download, distribute, transmit, or reproduce Confidential Information except as reasonably necessary for the Purpose; and
- be responsible for any breach of this Agreement by its representatives.
4. Required Disclosure
If the Receiving Party is required by law, regulation, subpoena, court order, or governmental request to disclose any Confidential Information, it shall, to the extent legally permitted, promptly notify the Disclosing Party so the Disclosing Party may seek a protective order or other remedy. The Receiving Party may disclose only the portion of the Confidential Information that it is legally required to disclose.
5. No License; No Commitment
All Confidential Information remains the property of the Disclosing Party. No license, transfer of intellectual property, joint venture, partnership, agency, or other rights are granted except the limited right to review the Confidential Information for the Purpose.
Nothing on the website or in any disclosure obligates either party to enter into any transaction or business relationship.
6. Return or Destruction
Upon written request by the Disclosing Party, the Receiving Party shall promptly cease use of the Confidential Information and return or destroy it, except for copies retained automatically through routine backup systems or retained by legal counsel, compliance personnel, or recordkeeping systems as required by law or internal compliance procedures, provided such retained information remains subject to this Agreement.
7. Term
This Agreement is binding for a period of one (1) year from the date the Receiving Party electronically accepts it.
8. Remedies
The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which money damages may be inadequate, and that the Disclosing Party may seek injunctive relief, specific performance, and any other remedies available at law or in equity in the event of actual or threatened breach.
9. Governing Law and Venue
This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles. Any action arising out of or relating to this Agreement shall be brought in the state or federal courts located in Harris County, Texas, and each party submits to the jurisdiction of those courts.
10. Electronic Acceptance
By checking the acceptance box and submitting the digital signature fields, the signer represents and warrants that: (a) the signer has authority to bind the identified organization; (b) the signer has read and agrees to this Agreement; and (c) the signer intends the checkbox acceptance and submitted name/title/organization information to constitute the Receiving Party's electronic signature and acceptance of this Agreement. Texas law recognizes electronic signatures and electronic records, and contracts may not be denied legal effect solely because they are formed electronically.
