Please read this agreement before submitting an idea.
PRE SUBMISSION IDEA PROTECTION AND ASSESSMENT AGREEMENT
Juna Innovations (“Juna”) and the customer (“Customer”) agree as follows. Together they are the “Parties”.
1 Acceptance Before Submission
1.1 The Customer must read and affirmatively accept this Agreement before submitting or disclosing any idea to Juna. Juna shall provide a complete copy of these terms before requesting the idea and shall not require confidential idea details as a condition of viewing or accepting them.
1.2 For a signed process, both Parties shall sign before disclosure. For an online process, Juna’s authorized publication of these terms constitutes its offer, and the Customer accepts and agrees to be legally bound by this Agreement by actively checking the unticked box stating “I have read and agree to the Pre Submission Idea Protection and Assessment Agreement” before submitting the idea. No separate signature is required for that online acceptance.
1.3 The checkbox must be unticked by default and must be checked by the Customer personally or by an authorized representative. Checking the box constitutes the Customer’s affirmative electronic acceptance of the complete version of this Agreement displayed or made available at that time. Browsing, silence, a preselected box, or submitting an idea without checking the box does not constitute acceptance. Juna shall prevent submission unless the required box is checked and shall retain the accepted agreement version, Customer identity, date, time, and acceptance record, and provide the Customer with a copy or downloadable confirmation.
1.4 The effective date is the date of the final required signature or, for an online process, the date and time when the Customer checks the acceptance box and completes the designated submission step. The subsequent submission activates the assessment process; it does not change these terms or grant additional rights.
1.5 The Customer confirms legal capacity to contract and authority to act for any entity or rights holder represented. If these requirements are not met, an appropriately authorised person must accept before submission.
2 Purpose and Protected Submission
2.1 This Agreement permits confidential assessment, evaluation, and research into the possibilities of an idea before deciding whether to enter a separate commercial contract. It creates binding confidentiality and restricted-use obligations but no obligation to purchase, develop, invest in, or commercialise an idea.
2.2 “Submission” means the particular idea and related information or materials disclosed by or on behalf of the Customer after acceptance, including oral explanations, documents, designs, software, prototypes, business information, and subsequent clarifications. Protection does not depend on a confidentiality marking.
2.3 The Submission may be an idea alone, in any form and at any stage. No fixed format or minimum supporting material is required. Juna may request clarification reasonably necessary for assessment; the Customer may decline and withdraw instead.
2.4 After acceptance, Juna shall assign a reference and acknowledge receipt of the Submission. Juna shall maintain a receipt record identifying, where applicable, the files, versions, dates, physical items, and agreed summaries of oral disclosures received from the Customer. This record identifies what was provided; it does not transfer ownership. An omission from the record does not itself remove protection from information actually disclosed.
3 No Payments or Financial Commitment
3.1 Neither Party shall pay the other any fee, deposit, purchase price, royalty, commission, expense reimbursement, or other commercial payment under this Agreement. Submission, assessment, research, feedback, approval, rejection, and recommendations are free of charge to the Customer.
3.2 Each Party bears its own internal costs. Neither Party may incur a liability or commit expenditure on behalf of the other. Juna shall not commission external work at the Customer’s expense.
3.3 Any future financial arrangement requires a separate commercial contract agreed and signed by both Parties after assessment. No price quotation, proposed percentage, discussion, or recommendation is a payment obligation.
3.4 This clause does not waive claims or remedies for breach, or a payment ordered by a competent court. It prohibits commercial charges for this preliminary stage.
4 Limited Assessment and Research Permission
4.1 The Customer retains all rights it lawfully holds in the Submission. No ownership, company equity, product interest, commercial licence, security interest, or exclusivity is granted to Juna.
4.2 The Customer gives Juna limited, non-exclusive permission to review the Submission, make necessary secure internal copies, conduct internal feasibility analysis and non-public calculations or simulations, and research public technical, market, regulatory, and intellectual property information solely to assess the idea and recommend a possible contractual route.
4.3 Research must not reveal the Customer’s confidential details through public searches, external enquiry, publication, or contact with potential users, investors, manufacturers, or other third parties. Public-source research shall use non-confidential search terms. External disclosure requires the Customer’s prior specific written consent under Clause 5.
4.4 This permission does not authorise building the proposed product, creating a functional prototype, deploying code, manufacturing, field trials, public demonstrations, commercial testing, sales, licensing, or fundraising based on the Submission. Any additional exploratory activity requires a written assessment addendum identifying the activity, access, outputs, ownership, and limits, signed by both Parties. No such addendum may impose a payment under this Agreement.
4.5 Juna may not use the Submission for its own unrelated purposes, another customer’s project, a competing or derivative product, advertising, a portfolio, artificial intelligence training, or assistance to another person seeking to exploit it. Information remembered by personnel remains subject to these restrictions.
4.6 Juna shall not register or apply for intellectual property rights based on the Submission in its own or another person’s name. Assessment, feedback, or proposed improvements do not give Juna a right to appropriate or exploit the Customer’s idea.
4.7 Juna’s internal assessment methods and all documents, analyses, evaluations, research, calculations, notes, reports, recommendations, working papers, and other materials created by or for Juna during the assessment (“Juna Assessment Materials”) remain Juna’s property. Juna Assessment Materials are for Juna’s internal use and need not be disclosed or delivered to the Customer, including after rejection, withdrawal, cancellation, expiry, or termination. However, Juna may not use or disclose any Juna Assessment Materials containing the Customer’s Submission in a manner that breaches this Agreement. The Customer may use only assessment feedback that Juna voluntarily provides, and this Agreement does not transfer Juna’s separately protected materials or authorize their commercial use. Any proposed development rights must be resolved in a later contract.
4.8 These are contractual obligations between the Parties, whether or not each aspect of the idea qualifies for statutory intellectual property protection. This Agreement does not create exclusive rights against independent third parties in public-domain concepts.
5 Confidentiality and Safeguards
5.1 Juna shall keep the Submission, the Customer’s non-public information, and assessment records revealing that information confidential. Juna shall apply reasonable safeguards and at least the care used for its own similarly sensitive information.
5.2 Access is limited to Juna personnel who need it for the permitted assessment and who are bound by enforceable confidentiality and restricted-use obligations. Professional legal advisers may receive necessary information subject to professional confidentiality. Other consultants, subcontractors, affiliates, or external reviewers may receive access only with the Customer’s prior written consent specifying their access and purpose and under appropriate confidentiality obligations.
5.3 Juna remains responsible for its own acts and omissions and for compliance by its personnel and any consultant, subcontractor, affiliate, external reviewer, or service provider that Juna appoints, instructs, or authorizes to access the Submission. Subject to applicable law, Juna is not responsible for the independent acts or omissions of an external party that Juna did not appoint, instruct, authorize, or control, including a party engaged directly by the Customer, except to the extent Juna caused or contributed to the relevant act or omission or breached this Agreement. Customer consent to an external party does not release Juna from responsibility for Juna’s own obligations.
5.4 Juna shall not place the Submission in public repositories or external services that may retain, disclose, or reuse it for their own purposes, including model training, without the Customer’s prior written consent. Any service Juna selects or authorizes must have safeguards consistent with this Agreement. Juna is not responsible for an external service or platform independently selected, instructed, or used by the Customer and outside Juna’s control, except to the extent Juna caused or contributed to the loss, use, or disclosure or breached this Agreement.
5.5 Juna shall notify the Customer without undue delay after discovering unauthorised access, loss, use, or disclosure, explain the known circumstances, preserve evidence, and take reasonable steps to contain and remedy the incident.
5.6 Confidentiality does not apply to particular information Juna proves through reliable records was lawfully known without restriction before disclosure, became public without breach, was lawfully received from an unrestricted independent source, or was independently developed without use of the Submission. Independent development must be supported by contemporaneous records. Publicly known elements do not make the Customer’s confidential combination or application public.
5.7 These exceptions do not authorise copying the Submission or infringing the Customer’s protected rights. Juna may continue independent activities only to the extent they do not use protected information or breach this Agreement.
5.8 If disclosure is legally required, Juna may disclose only what is required and shall, where legally permitted, notify the Customer beforehand and reasonably assist efforts to secure confidential treatment.
6 Assessment and Juna Decision
6.1 Juna shall assess the idea before offering the Customer a commercial contractual route. Within 30 calendar days after receipt, unless extended in writing, Juna shall provide a written outcome, request necessary clarification with a proposed revised deadline, or decline further assessment.
6.2 Juna may approve the idea for further discussion, reject it, recommend changes, or suggest the contract it considers best suited to the idea. It may take account of feasibility, resources, market potential, risks, strategic fit, and other relevant business considerations. Juna is not obliged to approve an idea or offer every contractual route.
6.3 Where Juna proposes proceeding, it shall provide a reasonable summary of its assessment, material limitations or uncertainties, and reasons for its recommended route. Juna may protect unrelated confidential information in that explanation.
6.4 Approval means only willingness to discuss a future arrangement. It is not a guarantee of technical feasibility, patentability, regulatory approval, commercial success, funding, or acceptance of future contract terms. No comprehensive professional search or certification is promised by this preliminary assessment.
6.5 If no outcome or written extension is provided by the deadline, assessment permission expires and the Submission is treated as not accepted for further work. Silence is never commercial approval.
7 Customer Choice of Future Contract
7.1 Following assessment, Juna may recommend one or more of these routes:
a. Idea purchase: Juna purchases the specified idea for an agreed AED price under a separate purchase agreement. Upon full payment, the Customer shall assign to Juna all ownership, title, interest, and transferable intellectual property rights in and relating to the purchased idea, including the submitted materials, designs, specifications, documentation, prototypes, developments, and associated rights identified in that agreement. From that time, Juna may use, develop, modify, manufacture, commercialize, license, sell, and otherwise exploit the purchased idea without further consent or payment, subject to applicable law and any rights expressly excluded in the separate purchase agreement. The Customer shall retain only non-transferable rights and any materials or rights expressly excluded in that agreement.
b. Customer-funded development: the Customer pays an agreed AED project price for Juna to develop the specified product under a separate development agreement. The Customer shall own the completed product and the intellectual property rights created specifically for that product, subject to full payment and the terms of the separate development agreement. Juna retains ownership of its pre-existing materials, tools, methods, know-how, and intellectual property, together with any general improvements that do not disclose or embody the Customer’s Submission.
c. Revenue or profit sharing: the Parties agree contributions, financial percentages, calculation rules, and defined permissions under a separate revenue or profit-sharing agreement. Financial percentages do not themselves grant product ownership or company shares.
7.2 The Customer may accept a recommended route for negotiation, propose a different route, request clarification, or decline all routes. The Customer is not required to accept Juna’s recommendation. Juna may decline a route it does not wish to undertake.
7.3 A route is binding only when both Parties sign its separate commercial agreement with the relevant scope, price or percentages, ownership, and permitted uses completed. A selection form, email expressing interest, preliminary approval, or verbal discussion is not itself that agreement.
7.4 Until then, only the limited assessment permission applies. Customer choice of a route does not independently authorise payment, product creation, commercial use, or transfer of rights.
7.5 This Agreement is non-exclusive. The Customer may discuss its idea with others, subject to third-party obligations and without disclosing Juna’s separately protected confidential information.
8 Withdrawal Rejection and Return
8.1 Either Party may end assessment by written notice without a fee or penalty. The Customer may withdraw before signing a later commercial agreement. Juna may reject or discontinue assessment at any time by notifying the Customer.
8.2 On withdrawal, rejection, or expiry, Juna shall immediately stop assessment and all use of the Submission. Rejection does not permit Juna to create the product itself, reuse a modified version, or pass the idea to another person.
8.3 Within 10 business days after withdrawal, rejection, cancellation, or expiry, Juna shall, at the Customer’s choice, return or securely delete the Customer’s Submission and copies containing its substantive details and confirm completion in writing on request. If no choice is given, Juna shall return physical items supplied by the Customer and securely delete working digital copies of the Submission. Juna is not required to provide the Customer with any Juna Assessment Materials, including internal documents, analyses, evaluations, research, calculations, notes, reports, recommendations, or working papers created by or for Juna. Juna may retain or delete those materials at its discretion, but any retained material containing the Customer’s confidential information remains subject to the confidentiality and restricted-use obligations of this Agreement.
8.4 Juna may retain one restricted archival copy of the Submission where reasonably necessary for legal compliance or evidence, together with inaccessible routine backups until their ordinary deletion cycle. Juna may also retain Juna Assessment Materials under Clause 4.7. Retained materials containing the Customer’s confidential information must not be used for development, commercial exploitation, or any purpose prohibited by this Agreement and remain protected by its confidentiality and restricted-use obligations.
8.5 Reopening an assessment requires the Customer’s written request and Juna’s written agreement. Juna may charge an assessment-reopening fee in AED in the amount specified and accepted by both Parties in a separate written agreement before the assessment is reopened. No fee is payable unless that amount has been expressly agreed. Reopening does not create any continuing or residual permission to use a previously rejected or withdrawn Submission beyond the scope and period expressly authorized in the reopening agreement.
9 Continuing Protection and Remedies
9.1 Confidentiality survives while the information remains confidential. Restrictions on unauthorised use survive rejection, withdrawal, expiry, and termination, subject to Clause 5.6 and applicable law.
9.2 A later commercial agreement may authorise specified uses or transfers. It does not retrospectively excuse a breach. These protections continue except to the extent the later agreement expressly replaces them or authorises a particular use; an entire-agreement clause shall not silently remove protection for submissions outside that later contract’s scope.
9.3 Each Party remains responsible for its breaches under applicable law. The Customer may seek compensation for recoverable loss and appropriate court orders preventing or stopping unauthorised use or disclosure. No particular remedy is guaranteed.
9.4 Nothing excludes mandatory consumer rights, non-transferable rights, or liability that cannot lawfully be excluded.
10 Customer Authority and General Terms
10.1 The Customer confirms entitlement to disclose the Submission for assessment and shall identify known joint owners, employer rights, third-party restrictions, or other claims. No guarantee of novelty, patentability, or commercial success is required from the Customer.
10.2 Juna shall use personal details only for this submission, assessment, communications, recordkeeping, and applicable legal obligations. Acceptance does not constitute consent to unrelated marketing or publicity. Any legally required privacy notice shall be provided separately before personal data collection.
10.3 This Agreement is governed by the federal laws of the United Arab Emirates and the local laws applicable in the Emirate of Sharjah. Subject to mandatory jurisdiction rules, the competent onshore courts of Sharjah, excluding the DIFC and ADGM Courts, shall have exclusive jurisdiction.
10.4 The Parties shall attempt to resolve disputes through good-faith discussions for 15 calendar days after written notice, without preventing urgent protective proceedings before a competent court.
10.5 Notices to Juna shall be sent to juna@junainnovations.com. Notices to the Customer shall be sent to the email address provided by the Customer during the idea-submission process. Each Party must notify the other in writing of any change to its designated email address. An email notice is effective when acknowledged by the recipient or reliably shown as delivered to the designated email system without a delivery-failure message.
10.6 Changes require both Parties’ express written agreement. Updated website terms do not retrospectively amend an accepted version. Juna may not assign this Agreement or transfer access to the Submission without the Customer’s prior written consent.
10.7 This Agreement and its submission records contain the preliminary-stage agreement. Invalidity of a provision does not affect the remainder to the extent legally permitted. Failure to enforce a right promptly does not waive it. No partnership, agency, investment, or employment relationship is created.
10.8 Electronic acceptance under Clause 1.2 and legally valid electronic signatures are permitted, subject to applicable formalities. The electronic record of the checked acceptance box and associated submission details may be used as evidence of acceptance. A business day excludes Saturday, Sunday, and applicable UAE public holidays.
Acceptance Before Disclosure
By checking the unticked acceptance box before submitting the idea, the Customer confirms that it has read, understood, and agreed to be legally bound by this Agreement. The Customer authorises only confidential assessment, evaluation, and research within Clause 4. No payment, transfer of ownership, product development, or commercial exploitation is authorised. Juna agrees to be bound under Clause 1.2.