Confidentiality Agreement
This Confidentiality Agreement (the "Agreement") is entered into by and between QAI Fund II (the "Fund") and any individual or entity (the "Recipient") who expresses interest in accessing the Fund’s confidential data room via the Fund’s website.
Acknowledgment and Acceptance
By requesting access to the Fund’s data room through the website, the Recipient expressly acknowledges and agrees to be bound by the terms of this Agreement. This Agreement becomes effective as of the date the Recipient submits a request for access (the "Effective Date").
Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by the Fund through the data room, including but not limited to financial statements, investment strategies, portfolio details, business operations, legal documents, and any other proprietary or sensitive information shared in connection with the Fund’s investment activities.
Obligations of the Recipient
The Recipient agrees to: (a) Maintain the confidentiality of all Confidential Information and not disclose it to any third party without prior written consent from the Fund. (b) Use the Confidential Information solely for the purpose of evaluating a potential investment in the Fund. (c) Implement reasonable security measures to protect the Confidential Information from unauthorized access or disclosure. (d) Not reproduce, copy, or distribute the Confidential Information in any form without the Fund’s explicit permission.
Exceptions
The obligations of confidentiality shall not apply to information that: (a) Is or becomes publicly available through no breach of this Agreement by the Recipient; (b) Is lawfully obtained from a third party without restriction; (c) Is independently developed by the Recipient without reliance on the Confidential Information; (d) Is required to be disclosed by law, provided the Recipient notifies the Fund in advance to allow for protective measures.
Duration and Termination
This Agreement remains in effect from the Effective Date and shall continue for a period of two (2) years from the date the Confidential Information was last disclosed to the Recipient. The Fund reserves the right to revoke access to the data room at any time without prior notice.
No License or Investment Obligation
No rights, licenses, or obligations to invest in the Fund are granted to the Recipient by virtue of this Agreement. The provision of Confidential Information does not constitute an offer or commitment to engage in any transaction.
This Agreement shall be governed by and construed in accordance with the laws of Luxembourg. Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the courts of Luxembourg.
Electronic Consent
By submitting a request to access the data room, the Recipient agrees to the terms of this Agreement electronically, without the need for a physical signature.