(Each hereafter a "Party" and collectively the "Parties")
As the Parties
- Intend to engage in DESCRIBE THE PROJECT (the "Project"), and
- During discussions, negotiations and/or performance of the Project, expect that the Parties will exchange information and data to each other that is to be considered confidential.
The Parties have therefore agreed on the following:
1. Confidential information
1.1 "Information" shall mean all information and data (whether oral or in writing), which is passed from a Party (the “Discloser”) to the other Party (the “Recipient”), which contains information about the Discloser or Discloser's commercial affairs, including production, operations, products, services, know-how, research, processes, technical information, samples, models, drawings, equipment and all similar information, data and information.
1.2 Information shall be deemed "Confidential Information" if:
- The Information in writing is indicating that the Information is confidential
- Discloser orally express the confidentiality of the Information or
- Recipient should reasonably have known that the information shall be treated as Confidential Information.
1.3 The following Information shall not be deemed Confidential Information, regardless of the above:
- Information that at the time of transmission to the Recipient, was already publicly available or publicly known;
- Information that after transfer to the Recipient becomes publicly known or publicly available provided that this is done without Recipient interference or breach of this Agreement;
- Information that Recipient demonstrably possessed at the time of transmission from the Discloser and not previously acquired directly or indirectly from the Discloser;
- Information Recipients receive from a third party who has not acquired the Information directly or indirectly from Discloser, in a manner deemed unlawful or in breach with this Agreement
- Information Recipient proves to have independently developed by its employees, or representatives of the Recipient without the use of Confidential Information received from Discloser.
2. Obligations of the parties
2.1 The Parties shall in accordance with this Agreement:
- Keeping all Confidential Information secret and refrain from disclosing Confidential Information to any third party.
- Take reasonable steps to ensure that third parties do not accidentally come into possession of Confidential Information.
- Refrain from copy, reproduce, distribute or disclose Confidential Information to anyone other than employees of Recipient or its representatives directly involved in the Project (provided that such employees or representatives are subject to the same confidentiality obligations as in this Agreement).
2.2 The Parties are, however, entitled to disclose Confidential Information if required by law or where public authorities demand this.
3. Ownership and warranties
3.1 The Parties agree that ownership of Confidential Information remains the Discloser’s property and that no license, patent, copyright, trademark or other similar rights are assigned to Recipient in this Agreement.
3.2 Discloser is not responsible for the accuracy, completeness or usefulness of the Confidential Information. The Parties agree that no warranties of any kind regarding the Confidential Information are provided pursuant to this Agreement.
3.3 Discloser does guarantee that the Discloser has the right to disclose the Confidential Information to Recipient.
4. Entry into force, duration and termination
4.1 The Agreement shall be effective from the date of the last signature but shall include Confidential Information concerning the Project, which is delivered from Discloser to Recipient prior to the signing date.
4.2 The Agreement may be terminated in writing with regards to additional future Information by a Party with X days notice. The rights and obligations with respect to provided Confidential Information shall be the responsibility of a Party for a period of NUMBER years.
4.3 Upon termination of the Agreement Recipient must, at the request of Discloser, return all materials containing Confidential Information to Discloser.
5. Final provisions
5.1 The rights and obligations accruing to the Recipient under this Agreement shall extend to any legal entity controlling, controlled by or under common control with the Recipient.
5.2 This Agreement constitutes the entire understanding regarding the treatment of Confidential Information between the Parties and supersedes any prior agreements concerning the same.
5.3 The provisions of the Agreement may only be amended or waived in writing between the Parties. No failure or delay in the exercise of a right under the Agreement shall be deemed as a waiver of the exercise of such rights.
5.4 Rights and obligations under this Agreement may not be transferred without the prior written consent of the other Party.
5.5 The Agreement is subject to the laws of COUNTRY.
5.6 Any dispute arising out of this Agreement shall be settled by the court of CITY.