non disclousare

8/12/2019 Non Disclousare

1/4

O -DISCLOSURE & CO FIDE TIALITYAGREEME T

This Agreement is made and entered into this day the [date of signature] by andbetween

, a [type of company]company organized and existing under the laws of withits office located at - , (hereinafter referred to as [shortened name of firstparty])

and

[name of second party](hereinafter referred to as [shortened name of second

party], which expression shall include its successors and permitted assigns, a[type of company]company, organized and existing under the laws of [countryof second party]and ha!ing an office at [address of second party].

and [shortened name of second party]may be referred to below indi!idually orcollecti!ely, as the context may re"uire, as #arty or #arties$

%hereas, both #arties, for their mutual benefit, desire to disclose to one another andexchange certain information and data in connection with [name of project] asproposed by and in particular the exchange of information and data regarding[detail part of project object of this agreement](the Project)$

1. DEFI ITIO OF CO FIDE TIAL/PROPRIETARYI FORMATIO&onfidential 'nformation and or #roprietary 'nformation means anyinformation related to the #roect or otherwise and defined as follows*

+$+$ any information transmitted by one #arty (the Disclosing Party) to the other#arty (the Receiving Party) in connection with the #roect, including suchinformation as was transmitted prior to the completion of this Agreement,

pro!ided always that it is clearly mared and indicated as confidential and orproprietary$

+$$ any information, nowledge or data, transmitted on whate!er media (written,telephonic, magnetic, electronic, digital) and in whate!er form (technical data,graphs, drawings, plans, formulae, lists, figures, statistics, correspondence,presentations and reports) including but not limited to technical plans andspecifications, geological data, test results, financial, economic and commercialdata, trade secrets, pricing, customer information and identity, software, andortechnical information necessary to e!aluate the !iability of [the project]which isproprietary to the .isclosing #arty, or in which the .isclosing #arty has a right

or interest$

Together hereinafter referred to as Confidential Information$

+


2/4


3/4

'nformation is free of such restrictions2

3$5$ to any &onfidential 'nformation that a recei!ing #arty is re"uired to producepursuant to force of law, an order issued by a court or regulatory body,pro!ided that the 1ecei!ing #arty shall immediately notify the .isclosing #artyof such order prior to such production and shall use best efforts to obtain

protecti!e orders pre!enting the further disclosure of &onfidential 'nformationbeyond that mandated by the rele!ant court or regulatory body$

4. LIMITATIO S / RESTRICTIO S4$+$ 9ach #arty hereto shall endea!our to eep to a minimum the amount of

&onfidential 'nformation that is furnished to the other upon which restrictionsare imposed$

4$$ 9ach party acnowledges that the pro!iding of &onfidential 'nformation or other

information hereunder in no way constitutes or gi!es rise to or will be deemedto constitute or gi!e rise to any representation or warranty as to the accuracy orcompleteness thereof$

4$3$ /othing contained herein shall be construed as granting or conferring anyrights by license, copyright, or similar right with respect to any of the&onfidential 'nformation or any other information pro!ided by either #arty to theother #arty hereunder$

4$4$ 9xcept upon mutual written agreement, or as may be re"uired by law, neither#arty shall in any way or in any form disclose the discussions that ga!e rise to

this Agreement or the fact that there ha!e been or will be discussions ornegotiations co!ered by this Agreement$ /either #arty will disclose to Thirdparties that either #arty has expressed an interest in the proposed #roectwithout prior consultation and without consent of the other$

4$5$ /either this Agreement nor the disclosure or receipt of &onfidential 'nformationshall constitute or imply any promise or intention to enter into a cooperation, orto mae any purchase of products or ser!ices, or to enter into any commitmentby either #arty in respect to the #roect and or any other related business$

4$6$ All &onfidential 'nformation shall remain the property of the .isclosing #arty

and shall be returned upon written re"uest or upon the 1ecei!ing #arty8sdetermination that it no longer has a need for such &onfidential 'nformation$

5. VALIDITY & DURATIOThis Agreement shall come into force upon execution and shall terminate oneyear from such date$ 9ach #arty agrees that all of its obligations undertaenherein as a 1ecei!ing #arty, including but not limited to the obligation to eepconfidential and restrict the disclosure and use of &onfidential 'nformation,shall sur!i!e and continue for a period of three years from the date oftermination$

3


4/4

6. URISDICTIO , DISPUTES & OTICES6$+$ This Agreement shall be go!erned in accordance with the laws of $

6$$ Any disputes arising in connection with or out of the interpretation of thisAgreement, which the #arties cannot settle amicably, shall be finally settled by

three arbitrators under the 1ules of &onciliation and Arbitration of the'nternational &hamber of &ommerce$ The board of arbitrators shall con!ene in[chosen city]$

6$3$ The #arties agree that any !iolation of the terms of this Agreement mayconstitute irreparable harm and that money damages may be insufficient toremedy such harm$ Therefore and notwithstanding the abo!e and withoutpreudice to the rights and remedies otherwise a!ailable a #arty shall beentitled to e"uitable relief by way of inunction in the e!ent the other #artybreaches or threatens to breach any of the pro!isions of this Agreement$ The#arties further agree that the pre!ailing party in any litigation concerning this

Agreement shall be entitled to reasonable attorney fees and any and all othercosts associated with enforcing the terms of this Agreement$

6$4$ This Agreement constitutes the entire agreement between the #arties andsupersedes any prior oral or written agreements$ Any amendments hereto mustbe in writing and signed by each #arty$ This Agreement shall benefit and bebinding upon the #arties hereto and their respecti!e successors$

6$5$ All notices shall be considered as !alidly ser!ed if sent by registered mail(return receipt re"uested) to the addresses at the head of this Agreement$

9xecuted in , on [date of signature]

for(duly authorized to signed)

date of signature$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$

for [second party](duly authorized to signed)

date of signature$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$

4

non disclousare

Documents