Non-Disclosure Agreement
This agreement governs the confidential handling of the investor documents you request through the inquiry form on capitalrock.de. By submitting your request and ticking the box, you accept the following terms.
§ 1Subject Matter and Purpose
CapitalRock provides selected prospective investors and professional market participants with confidential information upon request. The purpose of this disclosure is to allow the recipient to assess a potential financing, participation or business relationship with the CapitalRock Group (the "Purpose").
This agreement is unilateral and binds exclusively the recipient of the information.
§ 2Confidential Information
"Confidential Information" means all business, financial, technical, legal, strategic or personal information that CapitalRock discloses to the recipient in connection with the Purpose — regardless of whether it is transmitted in writing, electronically, orally or in any other form, and regardless of whether it is expressly marked as confidential.
This includes in particular:
- Pitch Deck, Executive Summary, Financial Model, Unit Economics and traction data
- Tokenomics paper, whitepaper, smart contract code and addresses
- Legal setup, cap table, shareholder and participation structures
- MiCA and BaFin correspondence, compliance policies, licensing strategy
- Business partners, market maker contracts, exchange agreements, pipeline data
- Governance structures, reporting and internal processes
§ 3Obligations of the Recipient
The recipient undertakes to:
- keep the confidential information strictly secret and to use it exclusively for the purpose of assessing a possible cooperation with CapitalRock;
- not reproduce, publish or disclose the information to third parties — neither directly nor indirectly, neither in whole nor in part;
- restrict access to the information to employees, advisors or representatives who absolutely need it for the Purpose and who are themselves bound by confidentiality (need-to-know principle);
- protect the information with at least the same degree of care as its own confidential information, but at minimum with the care of a prudent business person;
- notify CapitalRock immediately in the event of any unauthorized disclosure or loss of the information.
§ 4Exceptions
The obligation of confidentiality does not apply to information that:
- was demonstrably already publicly known at the time of disclosure or becomes publicly known thereafter through no fault of the recipient;
- was demonstrably already known to the recipient prior to disclosure from a legitimate source;
- is subsequently made lawfully available to the recipient by a third party without any obligation of confidentiality;
- must be disclosed due to a mandatory legal or official order — in which case CapitalRock shall, to the extent legally permitted, be informed in advance.
§ 5No Transfer of Rights
The disclosure of confidential information does not create any transfer of rights. In particular, no licenses, usage rights, trademark, patent or other intellectual property rights are transferred to the recipient. All rights to the information remain with CapitalRock or the respective rights holders.
§ 6Duration
The confidentiality obligation begins upon disclosure and applies for a period of five (5) years. For trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), the obligation applies without time limit as long as the requirements of a trade secret are met.
§ 7Return and Deletion
Upon request by CapitalRock or at the latest when the Purpose ceases to apply, the recipient shall immediately return all confidential information, including all copies, notes and evaluations, or — in the case of electronic data — permanently delete them and confirm the deletion in writing upon request.
§ 8Liability
The recipient is liable to CapitalRock for any damage arising to CapitalRock from a breach of this agreement. The right to injunctive relief and the assertion of further claims remain unaffected.
CapitalRock assumes no warranty for the accuracy or completeness of the information provided. The information does not constitute an offer to subscribe, purchase or sell securities or tokens and is not investment advice within the meaning of the German Securities Trading Act.
§ 9Final Provisions
Amendments or supplements to this agreement must be made in text form. Should individual provisions be invalid, this shall not affect the validity of the remaining provisions.
This agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction — to the extent legally permissible — is the registered office of CapitalRock.
Note: For questions regarding this agreement or if you require an individually negotiated, mutually signed version, please contact info@capitalrock.ch.