NON-DISCLOSURE AGREEMENT
Version 2026-10-21-wajo
Permanent link: wajonda.geek.vc
Parties. This Non-Disclosure Agreement (this "Agreement"), effective on the date Recipient accepts it electronically (the "Effective Date"), is entered into by and between Geek Ventures, LLC, a Delaware limited liability company located at 169 Madison Ave, STE 11341, New York, NY 10016 ("Discloser"), and the individual identified in the acceptance record, together with any entity on whose behalf such individual accepts this Agreement ("Recipient") (each a "Party," and together the "Parties"). In consideration of the covenants and conditions contained herein, the Parties agree as follows:
1. Purpose. In order to evaluate a potential investment in Wajo Inc. (the "Company") by Recipient through one or more investment funds or special purpose vehicles managed by Discloser or its affiliates, including the evaluation, negotiation and consummation of any such investment (the "Purpose"), Discloser has disclosed, and may further disclose, to Recipient certain confidential technical and business information of the Company and of Discloser that Discloser desires Recipient to treat as confidential.
2. Confidential Information. A. Definition. "Confidential Information" means any information disclosed by Discloser to Recipient, including any information disclosed prior to the Effective Date, directly or indirectly, in writing, orally, visually or by inspection, whether or not designated as "confidential." Confidential Information includes information of the Company in Discloser's possession and disclosed under this Agreement, and, without limitation, the investment memorandum and all other materials made available on this website, and the Company's technology, product plans, users and usage data, customers, partners, pipeline, financials, unit economics, projections, cap table and valuation, as well as the terms, structure and economics of the proposed financing and investment. Unless Discloser consents otherwise, Confidential Information also includes the existence and terms of this Agreement and the fact that Recipient is evaluating the Confidential Information; provided that Recipient may disclose to its Representatives (as defined below) the existence of this Agreement and the fact that Recipient is evaluating a potential investment.
B. Exceptions. Confidential Information does not include information that Recipient can establish: (i) was publicly known or generally available without a duty of confidentiality before disclosure to Recipient; (ii) becomes publicly known or generally available without a duty of confidentiality after disclosure, through no action or inaction of Recipient; (iii) was in Recipient's rightful possession without confidentiality obligations at the time of disclosure, as shown by Recipient's contemporaneous written records; or (iv) is independently developed by Recipient or its Representatives without use of Confidential Information.
C. Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, Recipient will, to the extent legally permissible, give Discloser prompt written notice and reasonably assist Discloser, at Discloser's expense, in seeking a protective order or other appropriate remedy, and will disclose only that portion of the Confidential Information that is legally required to be disclosed.
3. Non-use and Non-disclosure. Recipient shall not use any Confidential Information for any purpose except the Purpose, and shall not disclose any Confidential Information, directly or indirectly, to any third party without Discloser's prior written consent, except to those of Recipient's Representatives who need to know it for the Purpose and who are bound by obligations of confidentiality at least as protective as this Agreement. Recipient is responsible for any breach of this Agreement by its Representatives. "Representatives" means Recipient's affiliates and its and their respective members, managers, partners, officers, employees, and legal, tax, accounting and financial advisors. Recipient shall not copy, screenshot, download, forward, or share the link to, the investment memorandum or this website, except as needed to evaluate the Purpose for Recipient's own use.
4. Maintenance of Confidentiality. Recipient shall take reasonable measures, and at least the measures it uses to protect its own highly confidential information, to protect the secrecy of the Confidential Information and to avoid its unauthorized use or disclosure, and shall promptly notify Discloser of any actual or suspected unauthorized use or disclosure.
5. No Warranty. All Confidential Information is provided "as is." Neither Discloser nor the Company makes any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information. Only those representations and warranties made in definitive written agreements, when, as and if executed, shall have any legal effect.
6. Return or Destruction. Upon Discloser's request, Recipient shall promptly return or destroy all Confidential Information and all copies, extracts and materials derived from it, except copies retained on automatic backup systems until deleted in the ordinary course, or as required by applicable law. Any retained Confidential Information remains subject to this Agreement.
7. No License; No Offer. Nothing in this Agreement grants Recipient any right or license in the Confidential Information or any intellectual property of Discloser or the Company. Nothing in this Agreement or in the Confidential Information constitutes an offer to sell or a solicitation of an offer to buy any security. Any offer will be made only through definitive offering documents and only to eligible investors.
8. Term. This Agreement continues for two (2) years from the Effective Date. Recipient's obligations survive for three (3) years after expiration or termination, and, for any Confidential Information that is a trade secret under applicable law, for as long as it remains a trade secret.
9. Non-circumvention. For two (2) years after the Effective Date, Recipient shall not, and shall cause its Representatives not to, without Discloser's prior written consent, use the Confidential Information or Discloser's introduction to: (i) contact the Company or its officers, directors, employees or investors regarding an investment in or transaction with the Company where Recipient first learned of the opportunity through Discloser; (ii) invest in or participate in any financing of the Company other than through a fund or special purpose vehicle managed by Discloser or its affiliates; or (iii) introduce the opportunity to any other person for the purpose of investing in the Company outside a vehicle managed by Discloser or its affiliates. This Section does not apply to any relationship or opportunity that Recipient can establish, by contemporaneous written records, existed or was learned of independently of Discloser and the Confidential Information.
10. Remedies. Recipient agrees that any breach or threatened breach of this Agreement may cause irreparable harm to Discloser and/or the Company, entitling them to seek injunctive relief in addition to all other remedies, without posting a bond.
11. Third-Party Beneficiary. The Company is an intended third-party beneficiary of this Agreement with respect to its own Confidential Information and may enforce this Agreement directly against Recipient.
12. Recipient Information. Discloser does not wish to receive confidential information from Recipient and assumes no obligation with respect to any information Recipient discloses to Discloser.
13. Miscellaneous. Recipient may not assign this Agreement without Discloser's written consent. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING RELATING TO THIS AGREEMENT. The person accepting this Agreement represents that they have authority to bind Recipient. This Agreement is the entire agreement of the Parties regarding the Purpose; if any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will continue in effect. No waiver or amendment is effective unless in a writing signed by the Party against whom it is to be enforced.
14. Electronic Signature. Recipient agrees that entering Recipient's full name and email and checking the acceptance box constitutes Recipient's electronic signature, is intended to authenticate this Agreement, and has the same legal force and effect as a handwritten signature. Discloser records the name, email, date, time, IP address and browser of acceptance, and the version of this Agreement accepted, as evidence of execution.