LouisLimited Agreement

This Non-Disclosure Agreement (the "Agreement") is made and entered into on this day of ___________ by and between LOUIS LIMITED TRADING with company registration number 201903302577(SA0532857-X), having its principal place of business at [insert address] (hereinafter referred to as the "Disclosing Party") and _________________________ (hereinafter referred to as the "Receiving Party").

WHEREAS, the Disclosing Party has developed certain confidential and proprietary information, data, trade secrets, processes, and methods related to its website (LOUIS LIMITED), including but not limited to content, features, algorithms, source code, user interfaces, designs, and other information (collectively, the "Confidential Information").

WHEREAS, the Receiving Party may be provided with access to the Confidential Information in connection with the Receiving Party's use of the App.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Confidentiality Obligations. The Receiving Party agrees to maintain the confidentiality of the Confidential Information and not to use, disclose, or permit access to any Confidential Information for any purpose other than as expressly authorized by the Disclosing Party.

2.Scope of Confidentiality Obligations. The Receiving Party's confidentiality obligations shall apply to all Confidential Information provided to or obtained by the Receiving Party, whether in written, electronic, or any other form.

3.Exclusions from Confidentiality Obligations. The Receiving Party's confidentiality obligations shall not apply to Confidential Information that: (a) was already known to the Receiving Party prior to disclosure by the Disclosing Party; (b) becomes publicly known through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4.Ownership of Confidential Information. The Disclosing Party shall retain all right, title, and interest in and to the Confidential Information. Nothing in this Agreement shall be construed as granting to the Receiving Party any license or rights in or to the Confidential Information, except as expressly provided herein.

5.Term and Termination. The obligations of confidentiality set forth in this Agreement shall survive for a period of three (3) years from the date of disclosure of the Confidential Information. Either party may terminate this Agreement at any time for any reason upon written notice to the other party.

6.Remedies. The Receiving Party acknowledges that the unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement, in addition to any other remedies available at law or in equity.

7.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Disclosing Party is located, without giving effect to any principles of conflicts of law.
    Severability

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

8.    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 a writing signed by both parties.

9.    Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

10.    Injunctive Relief

Any misappropriation of Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore Receiving Party agrees that Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Disclosing Party deems appropriate. This right of Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party.

11.  Indemnity

Receiving Party agrees to indemnify Disclosing Party against any and all losses, damages, claims or expenses incurred or suffered by Disclosing Party as a result of Receiving Party’s breach of this Agreement.

12.  Attorney Fees and Expenses

In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.

13.  Jurisdiction

The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in _________________ in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise.

14.  Governing Law

This Agreement shall be governed in accordance with the laws of the State of _________________.

15.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and negotiations, whether written or oral.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

LOUIS LIMITED TRADING

 (CONFIDENTIALITY AGREEMENT) 

his confidentiality agreement ("Agreement") is made on [insert date] between Louis Limited Trading  ("Company") and [insert client name] ("Client").

1.Confidential Information. For purposes of this Agreement, "Confidential Information" means any non-public information of the Company or Client, including but not limited to, business strategies, financial information, trade secrets, client lists, employee information, and any other information that is not generally known to the public.

2.Obligations. The Company and Client each agree to keep all Confidential Information strictly confidential and to use the Confidential Information only for the purposes of the services to be provided by the Company to the Client.

3.Limitations on Disclosure. The Company and Client shall not disclose any Confidential Information on (MENTORSHIP ON DEMAND)programme along with any information on website  to any third party without the prior written consent of the other party, except as required by law or regulation.

4.Ownership of Information. The Company and Client acknowledge and agree that all Confidential Information shall remain the property of the disclosing party and that no license or other rights in Confidential Information is granted hereby.

5.Term. This Agreement shall remain in effect for the duration of the business relationship between the Company and Client during the subscription and thereafter.

6.Remedies. The parties acknowledge that a breach of this Agreement may result in irreparable harm to the non-breaching party for which money damages would be an inadequate remedy. In the event of a breach or threatened breach of this Agreement, the non-breaching party shall be entitled to injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

7.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [the Computer Crimes Act 1997, Communications and Multimedia Act 1998, the Malaysian Penal Code and Personal Data Protection Act 2010].

8.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral.

9.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.Termination. Either party may terminate this Agreement at any time upon written notice to the other party.

11.No Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision of this Agreement.

12.Assignment. The rights and obligations of either party under this Agreement may not be assigned or transferred without the prior written consent of the other party.

13.Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.Notices. Any notice required or permitted under this Agreement shall be in writing and shall be delivered by hand, sent by certified mail or overnight courier, or transmitted by facsimile or electronic mail with confirmation of receipt.

15.Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

16.Non-Circumvention. During the term of this Agreement and for a period of subscription thereafter, the Client agrees not to circumvent or attempt to circumvent the Company's relationship with any third-party service providers, vendors, or contractors that the Company introduced to the Client or with whom the Company had a pre-existing relationship.

17.Indemnification. The Client shall indemnify and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by the Client.

18.Governing Language. This Agreement is made in the English language. If there is any conflict between the English version of this Agreement and any translation, the English version shall prevail.

19.Amendments. This Agreement may be amended or modified only by written instrument executed by both parties.

20.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

21.Entire Understanding. This Agreement represents the entire understanding between the parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral, between the parties relating to the subject matter hereof.

22.No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and assigns and shall not be construed to create any rights or benefits in any third party.

23.Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of [the Computer Crimes Act 1997, Communications and Multimedia Act 1998, the Malaysian Penal Code and Personal Data Protection Act 2010]. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought in the courts, and each party irrevocably submits to the jurisdiction of such courts.

24.Survival. The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall so survive.

25.Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

26.Electronic Signatures. This Agreement may be executed by electronic signatures, including, but not limited to, scanned or digital signatures, and such signatures shall have the same legal effect as original signatures.

27.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

28.Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to its subject matter.

29.Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, or other natural disasters.

30.Survival. Any provision of this Agreement that by its terms survives termination or expiration shall survive and remain in effect until fulfilled.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPANY:
[LOUIS LIMITED TRADING]

LL TERMS AND CONDITIONS

Introduction and acceptance of terms: This section should explain that by downloading, accessing, or using the Louis Limited trading WEBSITE's application, the user agrees to be bound by these terms and conditions.

Description of the service: This section should describe the mobile application's features and functionality, and any limitations or requirements for using the service.

User accounts: This section should describe the process for creating a user account, any requirements for user account information, and any restrictions on the use of user accounts.

User conduct: This section should outline the acceptable use of the WEBSITE's application, including any prohibited activities, such as the use of the application for illegal purposes.

Fees and payment: This section should outline any fees associated with the use of the website's applications, including any subscription fees or in-app purchases, and any payment methods accepted by Louis Limited.

Intellectual property: This section should outline the ownership and use of any intellectual property associated with the website's content, including trademarks, logos, and copyrighted materials.

Termination: This section should outline the circumstances under which Louis Limited may terminate a user's access to the website's content, and the consequences of such termination.

Limitation of liability: This section should outline the limitations of liability for Louis Limited, including any disclaimers of warranties and limitations of damages.

Governing law: This section should outline the governing law and jurisdiction for any disputes arising out of the use of the website's contents.

Changes to terms and conditions: This section should outline Louis Limited's right to modify these terms and conditions at any time, and the process for notifying users of any changes.

Privacy policy: This section should outline the privacy policy for the WEBSITE, including how LOUIS LIMITED collects, uses, and protects user data.

User-generated content: This section should outline the guidelines and policies for user-generated content on the website and its application, including any restrictions on content that is offensive, illegal, or violates the rights of others.

Indemnification: This section should outline the user's obligation to indemnify and hold Louis Limited harmless from any claims, damages, or liabilities arising out of the user's use of the website's application.

Dispute resolution: This section should outline the process for resolving disputes between Louis Limited and users, including any requirements for mediation or arbitration.

Severability: This section should outline that if any part of these terms and conditions is found to be invalid or unenforceable, the remaining parts of the agreement will remain in effect.

Entire agreement: This section should outline that these terms and conditions, along with any additional policies or agreements, constitute the entire agreement between Louis Limited and the user with respect to the use of the website's contents.

Contact information: This section should provide contact information for Louis Limited, including email, phone number, and mailing address.

By subscribing and using the Louis Limited trading website's applications, the user agrees to be bound by these terms and conditions. If the user does not agree to these terms and conditions, they should not use the website and it's contents. Louis Limited reserves the right to modify these terms and conditions at any time, and users will be notified of any changes through the website's application or by other means.

User Age Limitation: The Website and its applications are intended for individuals who are 18 years of age or older. By subscribing and using the website and its applications, the user acknowledges that they are at least 18 years of age.

Applicable Laws: The website's applications may not be used in violation of any applicable laws or regulations. The user is solely responsible for ensuring that their use of the website's application is in compliance with all applicable laws and regulations.

User Feedback: Louis Limited welcomes feedback from users about the website and its application. However, any feedback or suggestions provided by the user will become the property of Louis Limited, and Louis Limited may use such feedback or suggestions for any purpose without compensation or attribution to the user.

Third-Party Services: The LOUIS LIMITED website  may use or link to third-party services or websites that are not owned or controlled by Louis Limited. Louis Limited is not responsible for the content or services provided by these third-party services, and the user accesses them at their own risk.

Disclaimer of Warranties: The website is provided on an "as is" basis, and Louis Limited makes no warranties or representations of any kind, whether express or implied, regarding the website  or its operation.

Limitation of Liability: To the fullest extent permitted by applicable law, Louis Limited shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use of the website's intelectual property and applications, even if Louis Limited has been advised of the possibility of such damages.

No Waiver: Failure by Louis Limited to enforce any right or provision in these terms and conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Louis Limited in writing.

Headings: The headings in these terms and conditions are for convenience only and shall not affect the interpretation of any provision.

By using the Louis Limited trading website's application, the user agrees to all of the above terms and conditions. If the user does not agree to any of these terms and conditions, they should not use the website and it's applications. These terms and conditions constitute the entire agreement between the user and Louis Limited Trading  regarding the use of the website.