Naven
Naven
For investment, acquisition or partnership talks where either side shares something confidential.
Last updated 28 September 2026Signed before either side shares something confidential — usually in investment, acquisition or larger partnership conversations. Nothing on navenapp.com is an offer to sell, or a solicitation of an offer to buy, any security or interest in Naven. It is a template: it binds nobody until both parties complete and sign it.
Written by Naven’s developer, not by a lawyer, and not legal advice. Each party should have its own lawyer read an agreement before signing it.
This agreement is between [Other party] (“the Other Party”) and Naven, operated by its developer, Shervin Shapoury (“Naven”), so that they can discuss [purpose] (“the Purpose”).
Anything either party discloses to the other for the Purpose that is marked confidential or that a reasonable person would understand to be confidential — including business, financial, technical and user information.
The receiving party uses Confidential Information only for the Purpose, protects it with at least reasonable care, and discloses it only to its employees, advisers and investors who need it for the Purpose and are bound by duties at least as protective. It does not reverse-engineer anything received.
These obligations do not cover information that is or becomes public through no fault of the receiver, was already lawfully known to it, is independently developed, or is received from someone free to disclose it. A disclosure the law requires is allowed with prompt notice where the law permits.
On request, the receiver returns or destroys Confidential Information, except copies kept automatically in backups or required by law, which stay confidential. The obligations last three years from the last disclosure, and for trade secrets as long as they remain trade secrets.
Neither party is obliged to disclose anything, to continue the discussion, or to enter any transaction. Nothing here is an offer to sell or buy any security. No licence is granted except to use information for the Purpose. Information is provided as is.
A breach could cause harm money cannot fully repair, so the disclosing party may seek an injunction as well as any other remedy.
Naven and the Other Party are independent. This agreement does not create a partnership in the legal sense, a joint venture, employment, franchise or agency, whatever the program is called. Neither may bind the other or speak for it.
Nothing here is exclusive. Each party may work with anybody else, including competitors of the other.
NAVEN AND EVERYTHING NAVEN PROVIDES UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, SECURITY OR ACCURACY, TO THE FULLEST EXTENT THE LAW ALLOWS. Naven does not promise any number of visits, sign-ups, customers or payments.
TO THE FULLEST EXTENT THE LAW ALLOWS: NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL; AND NAVEN'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF THE AMOUNTS NAVEN PAID OR OWED TO THE OTHER PARTY UNDER IT IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR US$100.
No individual who builds or runs Naven is personally liable under this agreement, as far as the law allows (Terms of Service §12).
Either party may end this agreement at any time, for any reason, by email with 30 days' notice, or at once if the other seriously breaches it and does not fix the breach within 10 days of being told. When it ends, each stops using the other's name and logo, and anything already earned and properly payable is still paid. The sections on confidentiality, no warranty, limitation of liability, indemnity, and law and disputes survive.
This agreement is governed by the laws of the State of California and applicable United States federal law, without regard to conflict-of-law rules. The parties will try in good faith to resolve any dispute informally for at least 30 days first. Any claim not resolved that way must be brought in the state or federal courts located in Orange County, California, and both parties consent to their jurisdiction. Claims are brought only individually, not as part of a class or representative action, to the fullest extent the law allows.
This agreement, and anything it names, is the whole agreement on its subject and replaces anything said or written before. Naven's Terms of Service still apply to any use of Naven itself. A change binds only if it is in writing and accepted by both (an email exchange is enough), except that Naven may update the Partner Program Terms as they say. Neither may transfer this agreement without the other's consent, except that Naven may transfer it with the service. If a part is unenforceable, the rest stands and that part is enforced as far as it can be. Not enforcing a term is not a waiver. Notices are by email: to Naven at legal@navenapp.com with a copy to partners@navenapp.com, and to the other party at the address it gave. Electronic signatures and acceptance by clicking are valid, and the agreement may be signed in counterparts.
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