اتفاقية عدم الإفصاح

This Non-Disclosure Agreement (the "NDA") is entered into between the establishment that provides the SARP software-as-a-service platform, identified in clause 1 of the Terms of Service (the "Provider" or "Disclosing Party"), and you personally, as the individual who accesses the Platform, whether as a staff member of a subscribing real estate office (a "Tenant") or as a staff member of the Provider itself (the "Recipient"). The NDA binds you personally, independent of any agreement between the Provider and your employer.

The Recipient will be granted access to the Platform and the data it contains in order to perform work in the ordinary course of business, whether in favor of a Tenant or the Provider. The purpose of this NDA is to protect Confidential Information that the Recipient may learn, see, or receive incidentally as a result of that access.

"Confidential Information" means any non-public information that the Recipient obtains through or about the Platform, in any form, whether or not labeled confidential, including without limitation:

• The source code, object code, architecture, APIs, database schemas, and internal documentation of the Platform.
• Data belonging to other Tenants, customer records, leads, property listings, pricing, commission structures, agent performance, documents, and any communications.
• Personally identifiable information of end customers protected under PDPL.
• Security controls, infrastructure details, secrets, access tokens, and incident information.
• Commercial terms, pricing, roadmap, unreleased features, and business strategy of the Provider.
• Information disclosed by Provider employees, Tenant employees, or end users in the course of using the Platform.

The Recipient shall:

• Hold all Confidential Information in strict confidence and use at least the same degree of care used to protect his or her own confidential information, and in no case less than a reasonable degree of care.
• Use Confidential Information solely for the Purpose set out in Clause 2 and for no other purpose whatsoever.
• Not disclose Confidential Information to any third party, including family members, friends, former colleagues, or competing agencies.
• Not copy, download, print, photograph, screenshot, or otherwise reproduce Confidential Information beyond what is strictly necessary for the Purpose.
• Not derive personal benefit, financial or otherwise, from Confidential Information.
• On termination of employment or engagement with a Tenant or with the Provider, immediately cease use of the Platform, return or destroy any Confidential Information in the Recipient's possession (including copies on personal devices), and confirm destruction in writing on request.

The Recipient may disclose Confidential Information only where the disclosure is required by a Saudi judicial order, by a lawful request from a competent Saudi authority, or by a statutory obligation (for example, a PDPL or ZATCA reporting duty). Where possible, the Recipient shall give the Provider prompt written notice of the requirement before disclosing, so the Provider can seek a protective order or narrow the scope; and shall disclose only the minimum necessary to comply.

This NDA takes effect upon the Recipient's electronic acceptance and continues for as long as the Recipient has access to the Platform. The Recipient's confidentiality obligations survive the termination of access, and of any employment or engagement with a Tenant or with the Provider, for a period of five (5) years from the date access ends; and indefinitely with respect to trade secrets for so long as they retain trade-secret status under Saudi law.

This NDA does not apply to information that the Recipient can prove:

• Is or becomes publicly available through no fault of the Recipient;
• Was known to the Recipient prior to disclosure, free of any confidentiality obligation, as shown by contemporaneous written records;
• Is rightfully received from a third party who has the right to disclose it without restriction; or
• Is independently developed by the Recipient without any use of, or reference to, the Confidential Information.

Nothing in this NDA grants the Recipient any right, title, license, or interest in the Platform, in the Provider's intellectual property, or in any Confidential Information. All such rights remain the exclusive property of the Provider or of the relevant Tenant. Any feedback that the Recipient voluntarily provides about the Platform may be used by the Provider without restriction and without compensation.

The Recipient acknowledges that any breach of this NDA would cause the Provider and affected Tenants damage that may not be fully compensable by money alone. The Provider and any affected Tenant shall therefore be entitled to seek urgent relief, including injunctive orders to stop the breach, in addition to monetary damages and any other remedy available under Saudi law. A breach may also constitute an offense under the Saudi Anti-Cyber Crime Law and Saudi trade-secret protections and may be referred to the competent authorities.

This NDA is governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, including, without limitation, the Anti-Cyber Crime Law, the Personal Data Protection Law, the Electronic Transactions Law, the Commercial Papers Law, and the general principles of the Sharia as applied by Saudi courts.

The parties shall first try in good faith to resolve any dispute arising out of or related to this NDA through direct discussion. If they fail to resolve it within thirty (30) days, the dispute shall be submitted to the exclusive jurisdiction of the Commercial Courts of Riyadh. This does not prevent the Provider from seeking urgent injunctive relief before any competent court.

This NDA constitutes the entire agreement between the parties on its subject and supersedes any prior understanding, whether written or oral, on confidentiality of Platform information. The Provider may update this NDA by bumping the version identifier; the Recipient will be prompted to re-accept at next sign-in and may not continue to use the Platform without doing so.

If any clause of this NDA is held by a competent Saudi court to be invalid or unenforceable, the remaining clauses shall remain in full force. The invalid clause shall be replaced with a valid clause that most closely reflects the original commercial intent of the parties.

The Recipient acknowledges that clicking "I have read and agree" and submitting this form constitutes a binding electronic signature on this NDA, and has the same legal effect as a signed writing under the Saudi Electronic Transactions Law (نظام التعاملات الإلكترونية). The Provider records the version accepted, the server timestamp, the Recipient's IP address, and the browser user-agent string as proof of acceptance.