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91_nda-5 | 91_nda-5_0 | Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees.
Text: MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“Agreement”) is made and entered into on the date signed below by and between
_________________________________ (hereinafter “COMPANY”) and Dealer Pay, LLC (hereinafter “Dealer Pay”).
RECITALS:
WHEREAS, Dealer Pay owns and/or controls certain proprietary and confidential intellectual property, namely, a point-of-sale software platform for the automotive industry; and
WHEREAS, Dealer Pay and COMPANY desire to explore the possibility of entering into one or more potential business transactions or relationships (each a “Business Relationship”), with the understanding that any such Business Relationship would be embodied in a mutually acceptable, definitive written agreement executed by the parties; and
WHEREAS, in connection with any Business Relationship and any discussions, demonstrations, evaluations and negotiations concerning a potential Business Relationship (“Discussions”), each party and/or its affiliates and/or their respective Representatives (as such term is defined below), may receive, observe and/or have physical or electronic access to certain Confidential Information (as defined below) of the other party and/or its affiliates; and
WHEREAS, Dealer Pay and COMPANY desire to ensure that appropriate confidentiality obligations are in place to protect Confidential Information from unauthorized access, use and disclosure.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants made herein, each party hereby agrees as follows:
I. DEFINITIONS:
A. “Confidential Information” as used herein any and all confidential and/or proprietary information concerning the Originating Party’s business and such party’s trade secrets, proprietary data and business data, whether oral or written, tangible or intangible, which is disclosed to or learned by the Receiving Party in the course of the Discussions or otherwise while working with the Originating Party, and/or discovered, developed, conceived, originated, appreciably modified, or prepared in scope of Receiving Party’s relationship with the Originating Party, including but not limited to the following:
1. Business plans, acquisition plans, expansion plans, business development plans;
2. Financial information, personnel information, training information, management systems and recruitment strategies;
3. All commercial data relating to the business and products of Originating Party;
4. Identity and contact information regarding vendors and suppliers;
5. Specifications regarding Originating Party’s products (including inventions, formulas, machinery and equipment, use of raw materials);
6. Pricing and marketing/business strategies;
7. Details regarding manufacturing processes and techniques;
8. Customer identities and customer contact information;
9. Customer credit information;
10. Information regarding customer preferences and particularized needs;
11. Product development strategies, expansion plans, and internal business plans, procedures, or methods of operation; and
12. Design documents or source code.
13. “Confidential Information” shall not include information which, now or in the future, is available to the public (other than through improper disclosure by the Receiving Party); information rightly acquired from a third party without any obligation of confidentiality; information that is independently developed without the use of any Confidential Information; or information already known by Receiving Party prior to disclosure by Originating Party, as demonstrated by written evidence.
B. “Customer” as used herein shall include any person, firm or other business entity which receiving party has directly or indirectly contacted, who have contacted him/her, for whom he/she has conducted training sessions, or whom have been referred to him/her on behalf of Originating Party in regard to originating parties business with respect to the purchase or offering of Originating Party’s products and/or services.
C. “Originating Party” as used herein shall refer to the party who discloses the Confidential Information or Intellectual Property to the Receiving Party.
D. “Receiving Party” as used herein shall refer to the party who receives the Confidential Information or Intellectual Property from the Originating Party.
E. “Representative” means directors, officers, employees, accountants, attorneys, lenders of funds and agents of a party or its affiliates.
II. NON-DISCLOSURE AGREEMENT: Both parties recognizes and acknowledges that, in an effort to foster the Discussions one or both of the parties has provided and/or will provide, at no cost, fee, charge or expense to Receiving Party, Confidential Information of a special and unique value and nature developed and/or acquired by (and/or being developed or acquired by) Originating Party at great expense and cost to Originating Party which, if it were to come into the possession of Originating Party’s competitors, would cause irreparable damage to Originating Party, its competitive advantage and its ability to operate profitably. Receiving Party acknowledges that, prior to its relationship with Originating Party and prior to execution of this Agreement, Receiving Party had no knowledge of any of the aforesaid information. Receiving Party therefore agrees that neither it nor its Representatives will at any time make any independent business or personal use of, retain, copy, divulge, disclose, reveal or communicate to any other person or organization (except as expressly authorized in writing by Originating Party, as required to analyze the Business Relationship or as required to fulfill Receiving Party’s obligations to Originating Party) any Confidential Information. Both parties agree that the obligations under this Agreement are in addition to all duties and obligations imposed upon each party by operation of law including but not limited to common-law and statute. Both parties further agree that their obligations under this paragraph survive the termination of the relationship between the two parties.
III. LEGALLY REQUIRED DISCLOSURES: If Receiving Party is requested to disclose any Confidential Information of the Originating Party under applicable law, in any judicial or administrative proceeding, or in response to a formal request of a regulatory or governmental authority (including law enforcement), then, except as otherwise required to comply with applicable law, the Receiving Party shall promptly notify the Originating Party of such request so that Originating Party may resist such disclosure or seek an appropriate protective order, and shall provide all information and assistance reasonably requested by Originating Party in connection therewith, at the Originating Party’s sole expense. If the Receiving Party is nonetheless compelled to disclose any Confidential Information of the Originating Party, the Receiving Party shall limit its disclosure to that which, in the reasonable opinion of counsel, is required under applicable law.
IV. NO REVERSE ENGINEERING; WORK PRODUCT: Receiving Party shall not reverse-engineer, analyze, attempt to duplicate or otherwise attempt to determine the design or method of compiling samples, prototypes or products of the Originating Party except pursuant to a mutually acceptable, written agreement executed by the parties. In the event that Receiving Party performs any services or testing for or on behalf of Originating Party without entering into such a written agreement, then any information or data developed by Receiving Party in connection with such services or tests shall be considered the Originating Party’s Confidential Information and shall be maintained as such and kept confidential in accordance with the provisions of this Agreement. All such information and data shall belong to Originating Party exclusively and Receiving Party shall execute any instruments determined by Originating Party to be reasonably necessary to confirm Originating Party’s ownership thereof.
V. NON-SOLICITATION OF EMPLOYEES AND/OR CONTRACTORS: Receiving Party recognizes and acknowledges that, while engaged in Discussions and/or while involved in a Business Relationship, such party will be in a position to utilize Originating Party’s goodwill and have access to and/or utilize Confidential Information of Originating Party that would enable Receiving Party to take advantage of that goodwill and/or Confidential Information to the detriment of the Originating Party, by attempting, for example, to recruit or solicit employees, and/or contractors of Originating Party. Receiving Party agrees and acknowledges that this would have the effect of causing the cessation or curtailment of the Business Relationship and would otherwise unfairly damage the business prospects of Originating Party. Therefore, in consideration of the mutual agreements made in this Agreement, during the course of the Business Relationship and for a period of 36 months after termination of the Business Relationship, Receiving Party agrees not to directly or indirectly communicate, solicit, induce, hire, recruit, take away, employ, endeavor to employ (on Receiving Party’s own behalf or on behalf of any other person or entity) or attempt to influence any employee or contractor in any way that may have the effect of causing the cessation or curtailment of their respective relationships with Originating Party.
VI. NO COMMITMENT; NO LICENSE; NO WARRANTY: Neither party shall be obligated under this Agreement to commence or continue with any Discussions, enter into any particular Business Relationship, or disclose any particular Confidential Information to the other party. No express or implied license under any intellectual property rights of either party is granted or conveyed to the other party under this Agreement. ALL CONFIDENTIAL INFORMATION IS PROVIDED UNDER THIS AGREEMENT “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLOSER DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
VII. ATTORNEY'S FEES: If any legal action is brought by any party hereto, it is expressly agreed that the prevailing party in such action or dispute shall be entitled to recover from the other party attorney's fees and costs in addition to any other relief that may be awarded. For the purpose of this Paragraph, the "prevailing party" shall be the party in whose favor a final judgment is entered.
VIII. SEVERABILITY: It is the intent and agreement of the parties to this agreement that, in case any one or more of the provisions of this agreement shall, for any reason, be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein except that this shall not prohibit any modification allowed or agreed upon pursuant to the terms of this agreement or any right of reformation.
IX. GOVERNING LAW AND VENUE: This Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the State of Missouri. The parties to this Agreement consent and designate St. Louis County, Missouri as the sole venue and location for any suit or other proceeding of any kind regarding any aspect of this agreement and all issues arising out of or relating to the independent relationship between the parties.
X. ASSIGNMENT: This Agreement is binding upon and shall inure to the benefit of the parties hereto and the successors and the assigns of all parties herein. Each party may assign or transfer this Agreement to a successor business entity in the event of a merger, consolidation, transfer or sale of the assets of said party. Any purported assignment of this Agreement, other than as provided above, shall be void.
XI. NOTICES: Except as expressly set forth to the contrary in this Agreement, all notices, requests, consents or other communications (each a "Notice") provided for or permitted to be given under this Agreement must be in writing and must be given either (i) by depositing the Notice in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or (ii) by delivering the Notice to the recipient in person, by courier, or by facsimile transmission. A Notice given under this Agreement is effective on receipt by the party to receive it. Any Notice to any party must be sent to or made at that party’s address (or facsimile number if applicable) given below such party’s signature or such other address or facsimile number as that party may specify by delivering a Notice in compliance with this paragraph.
XII. EQUITABLE RELIEF: Each party recognizes that any actual or threatened breach of the provisions of this Agreement would cause irreparable harm to the other party, the extent of which would be difficult and impracticable to assess, and that money damages would not be an adequate remedy for such breach. Accordingly, in addition to and not in limitation of any other remedies at law or in equity available under the circumstances, and notwithstanding any jurisdiction and venue requirements of this Agreement, each party shall be entitled to seek immediate injunctive and other non-monetary equitable relief in any court of competent jurisdiction without the need or requirement of any bond, provided that if a bond is required, the bond shall not exceed $1,000.00.
IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreement as of the last date set forth below by the undersigned duly authorized representatives.
Dealer Pay, LLC ________________________________(Company)
PO Box 1691
________________________________(Street Address)
St. Charles, MO 63302
________________________________(City, State, Zip)
Julie R. Douglas
________________________________(Name)
President
________________________________(Title)
_________________________________ _________________________________
(Signature) (Signature)
_________________________________ _________________________________
(Date) (Date)
| Not mentioned |
91_nda-4 | 91_nda-4_0 | Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.
Text: MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“Agreement”) is made and entered into on the date signed below by and between
_________________________________ (hereinafter “COMPANY”) and Dealer Pay, LLC (hereinafter “Dealer Pay”).
RECITALS:
WHEREAS, Dealer Pay owns and/or controls certain proprietary and confidential intellectual property, namely, a point-of-sale software platform for the automotive industry; and
WHEREAS, Dealer Pay and COMPANY desire to explore the possibility of entering into one or more potential business transactions or relationships (each a “Business Relationship”), with the understanding that any such Business Relationship would be embodied in a mutually acceptable, definitive written agreement executed by the parties; and
WHEREAS, in connection with any Business Relationship and any discussions, demonstrations, evaluations and negotiations concerning a potential Business Relationship (“Discussions”), each party and/or its affiliates and/or their respective Representatives (as such term is defined below), may receive, observe and/or have physical or electronic access to certain Confidential Information (as defined below) of the other party and/or its affiliates; and
WHEREAS, Dealer Pay and COMPANY desire to ensure that appropriate confidentiality obligations are in place to protect Confidential Information from unauthorized access, use and disclosure.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants made herein, each party hereby agrees as follows:
I. DEFINITIONS:
A. “Confidential Information” as used herein any and all confidential and/or proprietary information concerning the Originating Party’s business and such party’s trade secrets, proprietary data and business data, whether oral or written, tangible or intangible, which is disclosed to or learned by the Receiving Party in the course of the Discussions or otherwise while working with the Originating Party, and/or discovered, developed, conceived, originated, appreciably modified, or prepared in scope of Receiving Party’s relationship with the Originating Party, including but not limited to the following:
1. Business plans, acquisition plans, expansion plans, business development plans;
2. Financial information, personnel information, training information, management systems and recruitment strategies;
3. All commercial data relating to the business and products of Originating Party;
4. Identity and contact information regarding vendors and suppliers;
5. Specifications regarding Originating Party’s products (including inventions, formulas, machinery and equipment, use of raw materials);
6. Pricing and marketing/business strategies;
7. Details regarding manufacturing processes and techniques;
8. Customer identities and customer contact information;
9. Customer credit information;
10. Information regarding customer preferences and particularized needs;
11. Product development strategies, expansion plans, and internal business plans, procedures, or methods of operation; and
12. Design documents or source code.
13. “Confidential Information” shall not include information which, now or in the future, is available to the public (other than through improper disclosure by the Receiving Party); information rightly acquired from a third party without any obligation of confidentiality; information that is independently developed without the use of any Confidential Information; or information already known by Receiving Party prior to disclosure by Originating Party, as demonstrated by written evidence.
B. “Customer” as used herein shall include any person, firm or other business entity which receiving party has directly or indirectly contacted, who have contacted him/her, for whom he/she has conducted training sessions, or whom have been referred to him/her on behalf of Originating Party in regard to originating parties business with respect to the purchase or offering of Originating Party’s products and/or services.
C. “Originating Party” as used herein shall refer to the party who discloses the Confidential Information or Intellectual Property to the Receiving Party.
D. “Receiving Party” as used herein shall refer to the party who receives the Confidential Information or Intellectual Property from the Originating Party.
E. “Representative” means directors, officers, employees, accountants, attorneys, lenders of funds and agents of a party or its affiliates.
II. NON-DISCLOSURE AGREEMENT: Both parties recognizes and acknowledges that, in an effort to foster the Discussions one or both of the parties has provided and/or will provide, at no cost, fee, charge or expense to Receiving Party, Confidential Information of a special and unique value and nature developed and/or acquired by (and/or being developed or acquired by) Originating Party at great expense and cost to Originating Party which, if it were to come into the possession of Originating Party’s competitors, would cause irreparable damage to Originating Party, its competitive advantage and its ability to operate profitably. Receiving Party acknowledges that, prior to its relationship with Originating Party and prior to execution of this Agreement, Receiving Party had no knowledge of any of the aforesaid information. Receiving Party therefore agrees that neither it nor its Representatives will at any time make any independent business or personal use of, retain, copy, divulge, disclose, reveal or communicate to any other person or organization (except as expressly authorized in writing by Originating Party, as required to analyze the Business Relationship or as required to fulfill Receiving Party’s obligations to Originating Party) any Confidential Information. Both parties agree that the obligations under this Agreement are in addition to all duties and obligations imposed upon each party by operation of law including but not limited to common-law and statute. Both parties further agree that their obligations under this paragraph survive the termination of the relationship between the two parties.
III. LEGALLY REQUIRED DISCLOSURES: If Receiving Party is requested to disclose any Confidential Information of the Originating Party under applicable law, in any judicial or administrative proceeding, or in response to a formal request of a regulatory or governmental authority (including law enforcement), then, except as otherwise required to comply with applicable law, the Receiving Party shall promptly notify the Originating Party of such request so that Originating Party may resist such disclosure or seek an appropriate protective order, and shall provide all information and assistance reasonably requested by Originating Party in connection therewith, at the Originating Party’s sole expense. If the Receiving Party is nonetheless compelled to disclose any Confidential Information of the Originating Party, the Receiving Party shall limit its disclosure to that which, in the reasonable opinion of counsel, is required under applicable law.
IV. NO REVERSE ENGINEERING; WORK PRODUCT: Receiving Party shall not reverse-engineer, analyze, attempt to duplicate or otherwise attempt to determine the design or method of compiling samples, prototypes or products of the Originating Party except pursuant to a mutually acceptable, written agreement executed by the parties. In the event that Receiving Party performs any services or testing for or on behalf of Originating Party without entering into such a written agreement, then any information or data developed by Receiving Party in connection with such services or tests shall be considered the Originating Party’s Confidential Information and shall be maintained as such and kept confidential in accordance with the provisions of this Agreement. All such information and data shall belong to Originating Party exclusively and Receiving Party shall execute any instruments determined by Originating Party to be reasonably necessary to confirm Originating Party’s ownership thereof.
V. NON-SOLICITATION OF EMPLOYEES AND/OR CONTRACTORS: Receiving Party recognizes and acknowledges that, while engaged in Discussions and/or while involved in a Business Relationship, such party will be in a position to utilize Originating Party’s goodwill and have access to and/or utilize Confidential Information of Originating Party that would enable Receiving Party to take advantage of that goodwill and/or Confidential Information to the detriment of the Originating Party, by attempting, for example, to recruit or solicit employees, and/or contractors of Originating Party. Receiving Party agrees and acknowledges that this would have the effect of causing the cessation or curtailment of the Business Relationship and would otherwise unfairly damage the business prospects of Originating Party. Therefore, in consideration of the mutual agreements made in this Agreement, during the course of the Business Relationship and for a period of 36 months after termination of the Business Relationship, Receiving Party agrees not to directly or indirectly communicate, solicit, induce, hire, recruit, take away, employ, endeavor to employ (on Receiving Party’s own behalf or on behalf of any other person or entity) or attempt to influence any employee or contractor in any way that may have the effect of causing the cessation or curtailment of their respective relationships with Originating Party.
VI. NO COMMITMENT; NO LICENSE; NO WARRANTY: Neither party shall be obligated under this Agreement to commence or continue with any Discussions, enter into any particular Business Relationship, or disclose any particular Confidential Information to the other party. No express or implied license under any intellectual property rights of either party is granted or conveyed to the other party under this Agreement. ALL CONFIDENTIAL INFORMATION IS PROVIDED UNDER THIS AGREEMENT “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLOSER DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
VII. ATTORNEY'S FEES: If any legal action is brought by any party hereto, it is expressly agreed that the prevailing party in such action or dispute shall be entitled to recover from the other party attorney's fees and costs in addition to any other relief that may be awarded. For the purpose of this Paragraph, the "prevailing party" shall be the party in whose favor a final judgment is entered.
VIII. SEVERABILITY: It is the intent and agreement of the parties to this agreement that, in case any one or more of the provisions of this agreement shall, for any reason, be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein except that this shall not prohibit any modification allowed or agreed upon pursuant to the terms of this agreement or any right of reformation.
IX. GOVERNING LAW AND VENUE: This Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the State of Missouri. The parties to this Agreement consent and designate St. Louis County, Missouri as the sole venue and location for any suit or other proceeding of any kind regarding any aspect of this agreement and all issues arising out of or relating to the independent relationship between the parties.
X. ASSIGNMENT: This Agreement is binding upon and shall inure to the benefit of the parties hereto and the successors and the assigns of all parties herein. Each party may assign or transfer this Agreement to a successor business entity in the event of a merger, consolidation, transfer or sale of the assets of said party. Any purported assignment of this Agreement, other than as provided above, shall be void.
XI. NOTICES: Except as expressly set forth to the contrary in this Agreement, all notices, requests, consents or other communications (each a "Notice") provided for or permitted to be given under this Agreement must be in writing and must be given either (i) by depositing the Notice in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or (ii) by delivering the Notice to the recipient in person, by courier, or by facsimile transmission. A Notice given under this Agreement is effective on receipt by the party to receive it. Any Notice to any party must be sent to or made at that party’s address (or facsimile number if applicable) given below such party’s signature or such other address or facsimile number as that party may specify by delivering a Notice in compliance with this paragraph.
XII. EQUITABLE RELIEF: Each party recognizes that any actual or threatened breach of the provisions of this Agreement would cause irreparable harm to the other party, the extent of which would be difficult and impracticable to assess, and that money damages would not be an adequate remedy for such breach. Accordingly, in addition to and not in limitation of any other remedies at law or in equity available under the circumstances, and notwithstanding any jurisdiction and venue requirements of this Agreement, each party shall be entitled to seek immediate injunctive and other non-monetary equitable relief in any court of competent jurisdiction without the need or requirement of any bond, provided that if a bond is required, the bond shall not exceed $1,000.00.
IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreement as of the last date set forth below by the undersigned duly authorized representatives.
Dealer Pay, LLC ________________________________(Company)
PO Box 1691
________________________________(Street Address)
St. Charles, MO 63302
________________________________(City, State, Zip)
Julie R. Douglas
________________________________(Name)
President
________________________________(Title)
_________________________________ _________________________________
(Signature) (Signature)
_________________________________ _________________________________
(Date) (Date)
| Entailment |
92_nda-11 | 92_nda-11_0 | Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Not mentioned |
92_nda-16 | 92_nda-16_0 | Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Not mentioned |
92_nda-15 | 92_nda-15_0 | Q: Agreement shall not grant Receiving Party any right to Confidential Information.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Entailment |
92_nda-10 | 92_nda-10_0 | Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Entailment |
92_nda-2 | 92_nda-2_0 | Q: Confidential Information shall only include technical information.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Not mentioned |
92_nda-1 | 92_nda-1_0 | Q: All Confidential Information shall be expressly identified by the Disclosing Party.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Not mentioned |
92_nda-19 | 92_nda-19_0 | Q: Some obligations of Agreement may survive termination of Agreement.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Entailment |
92_nda-12 | 92_nda-12_0 | Q: Receiving Party may independently develop information similar to Confidential Information.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Entailment |
92_nda-20 | 92_nda-20_0 | Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Contradiction |
92_nda-3 | 92_nda-3_0 | Q: Confidential Information may include verbally conveyed information.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Entailment |
92_nda-18 | 92_nda-18_0 | Q: Receiving Party shall not solicit some of Disclosing Party's representatives.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Not mentioned |
92_nda-7 | 92_nda-7_0 | Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Entailment |
92_nda-17 | 92_nda-17_0 | Q: Receiving Party may create a copy of some Confidential Information in some circumstances.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Contradiction |
92_nda-8 | 92_nda-8_0 | Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Entailment |
92_nda-13 | 92_nda-13_0 | Q: Receiving Party may acquire information similar to Confidential Information from a third party.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Entailment |
92_nda-5 | 92_nda-5_0 | Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Entailment |
92_nda-4 | 92_nda-4_0 | Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.
Text: Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012
Between
(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and
(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “).
Whereas
Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.
The parties agree as follows:
1 Interpretation
In this Agreement:
Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;
Disclosing Party means the party to this Agreement disclosing the Confidential Information;
Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and
Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed.
A reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.
2 Undertakings
Each party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.
3 Maintaining confidentiality
Each party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.
4 Disclosure of information
4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:
(a) with the prior written consent of the other party;
(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or
(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.
4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.
4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).
5 Exceptions
5.1 This Agreement does not apply to Confidential Information:
(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;
(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;
(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or
(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
6 No grant of rights
6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.
7 Duration of obligations
The obligations and responsibilities of the parties shall survive the termination of this Agreement.
8 Return or destruction of confidential information
8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:
(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or
(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.
9 Announcements
Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.
10 General
10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.
10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.
10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.
10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.
11 Notices
11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.
12 Governing law and jurisdiction
The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
13 Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
Executed by the parties on the date first above written
SIGNED
by
for and on behalf of WOLLASTON SCHOOL
SIGNED
by
for and on behalf of
| Entailment |
93_nda-11 | 93_nda-11_0 | Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Not mentioned |
93_nda-16 | 93_nda-16_0 | Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Entailment |
93_nda-15 | 93_nda-15_0 | Q: Agreement shall not grant Receiving Party any right to Confidential Information.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Entailment |
93_nda-10 | 93_nda-10_0 | Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Not mentioned |
93_nda-2 | 93_nda-2_0 | Q: Confidential Information shall only include technical information.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Contradiction |
93_nda-1 | 93_nda-1_0 | Q: All Confidential Information shall be expressly identified by the Disclosing Party.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Not mentioned |
93_nda-19 | 93_nda-19_0 | Q: Some obligations of Agreement may survive termination of Agreement.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Entailment |
93_nda-12 | 93_nda-12_0 | Q: Receiving Party may independently develop information similar to Confidential Information.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Entailment |
93_nda-20 | 93_nda-20_0 | Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Not mentioned |
93_nda-3 | 93_nda-3_0 | Q: Confidential Information may include verbally conveyed information.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Not mentioned |
93_nda-18 | 93_nda-18_0 | Q: Receiving Party shall not solicit some of Disclosing Party's representatives.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Not mentioned |
93_nda-7 | 93_nda-7_0 | Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Contradiction |
93_nda-17 | 93_nda-17_0 | Q: Receiving Party may create a copy of some Confidential Information in some circumstances.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Not mentioned |
93_nda-8 | 93_nda-8_0 | Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Not mentioned |
93_nda-13 | 93_nda-13_0 | Q: Receiving Party may acquire information similar to Confidential Information from a third party.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Entailment |
93_nda-5 | 93_nda-5_0 | Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Entailment |
93_nda-4 | 93_nda-4_0 | Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.
Text: NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies.
WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").
NOW, THEREFORE, the State and Vendor agree as follows:
1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.
These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. which the State agrees in writing is free of such restrictions.
2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. None of the CONFIDENTIAL INFORMATION which may be disclosed by the State shall constitute any representation, warranty, assurance, guarantee or inducement by the State of any kind, and, in particular, with respect to the non‐ infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of the State.
3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
4. This Agreement shall be governed by the laws of the State of Illinois..
5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure.
6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.
7. This Agreement constitutes the entire understanding between the parties hereto as to the CONFIDENTIAL INFORMATION and merges all prior discussions between them relating thereto.
8. No amendment of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
State of Illinois [Vendor]
Department of Innovation & Technology Services
By: By:
(Typed or printed name and Title) (Typed or printed name and Title)
| Entailment |
94_nda-11 | 94_nda-11_0 | Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Not mentioned |
94_nda-16 | 94_nda-16_0 | Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Not mentioned |
94_nda-15 | 94_nda-15_0 | Q: Agreement shall not grant Receiving Party any right to Confidential Information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Entailment |
94_nda-10 | 94_nda-10_0 | Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Entailment |
94_nda-2 | 94_nda-2_0 | Q: Confidential Information shall only include technical information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Contradiction |
94_nda-1 | 94_nda-1_0 | Q: All Confidential Information shall be expressly identified by the Disclosing Party.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Not mentioned |
94_nda-19 | 94_nda-19_0 | Q: Some obligations of Agreement may survive termination of Agreement.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Entailment |
94_nda-12 | 94_nda-12_0 | Q: Receiving Party may independently develop information similar to Confidential Information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Entailment |
94_nda-20 | 94_nda-20_0 | Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Contradiction |
94_nda-3 | 94_nda-3_0 | Q: Confidential Information may include verbally conveyed information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Not mentioned |
94_nda-18 | 94_nda-18_0 | Q: Receiving Party shall not solicit some of Disclosing Party's representatives.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Not mentioned |
94_nda-7 | 94_nda-7_0 | Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Contradiction |
94_nda-17 | 94_nda-17_0 | Q: Receiving Party may create a copy of some Confidential Information in some circumstances.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Contradiction |
94_nda-8 | 94_nda-8_0 | Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Entailment |
94_nda-13 | 94_nda-13_0 | Q: Receiving Party may acquire information similar to Confidential Information from a third party.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Not mentioned |
94_nda-5 | 94_nda-5_0 | Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Entailment |
94_nda-4 | 94_nda-4_0 | Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made the …… day of ………………….in the year of ……
BETWEEN:-
(1) ………………………… (disclosing party) of……………………………………
ABN: ………………………………………………………...
(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182
ABN: 15 120 483 650
WHEREAS:-
(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).
(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.
(C) Subject or purpose of agreement………………………………………………
IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:
1. Definitions
In this Agreement:-
Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-
1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or
1.2 EFCA can show:-
1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or
1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.
2. Handling of Confidential Information
EFCA shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.
3. Return of Confidential Information
3.1 EFCA shall:
3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and
3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.
4. Limitations and Warranty
4.1 EFCA shall:
4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and
4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.
4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.
5. Confidentiality
EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.
6. Notices
Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.
7. Variations
No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.
8. Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
9. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.
This agreement will be effective as of the date below, and continue for five (5) years.
Signed on behalf of ……………………………………
……………………………………………
Date ……………………………………
Witnessed by: ………………………………………………..
Signed on behalf of EFCA Pty Ltd
……………………………………………
Date ……………………………………
Witnessed by:………………………………………………..
| Entailment |
95_nda-11 | 95_nda-11_0 | Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Not mentioned |
95_nda-16 | 95_nda-16_0 | Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Not mentioned |
95_nda-15 | 95_nda-15_0 | Q: Agreement shall not grant Receiving Party any right to Confidential Information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Entailment |
95_nda-10 | 95_nda-10_0 | Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Entailment |
95_nda-2 | 95_nda-2_0 | Q: Confidential Information shall only include technical information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Contradiction |
95_nda-1 | 95_nda-1_0 | Q: All Confidential Information shall be expressly identified by the Disclosing Party.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Contradiction |
95_nda-19 | 95_nda-19_0 | Q: Some obligations of Agreement may survive termination of Agreement.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Entailment |
95_nda-12 | 95_nda-12_0 | Q: Receiving Party may independently develop information similar to Confidential Information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Entailment |
95_nda-20 | 95_nda-20_0 | Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Contradiction |
95_nda-3 | 95_nda-3_0 | Q: Confidential Information may include verbally conveyed information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Entailment |
95_nda-18 | 95_nda-18_0 | Q: Receiving Party shall not solicit some of Disclosing Party's representatives.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Not mentioned |
95_nda-7 | 95_nda-7_0 | Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Entailment |
95_nda-17 | 95_nda-17_0 | Q: Receiving Party may create a copy of some Confidential Information in some circumstances.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Not mentioned |
95_nda-8 | 95_nda-8_0 | Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Entailment |
95_nda-13 | 95_nda-13_0 | Q: Receiving Party may acquire information similar to Confidential Information from a third party.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Entailment |
95_nda-5 | 95_nda-5_0 | Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Entailment |
95_nda-4 | 95_nda-4_0 | Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.
Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
ESKOM HOLDINGS SOC LTD
And
[INSERT NAME OF COUNTERPARTY COMPANY]
1. PARTIES
The parties to this Agreement are:
1.1. ESKOM HOLDINGS SOC LTD ("Eskom") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;
1.2. _________________________ ("Counterparty")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;
hereinafter referred to as "Party" or "Parties" as the context requires.
2. INTRODUCTION
2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________("the Project") and as part of the Project there may at times be a mutual sharing of Confidential Information.
2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.
3.2. Nothing contained in this Agreement shall be construed as –
3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;
3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.
4. INTERPRETATION
4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party".
4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
5. THE CONFIDENTIAL INFORMATION
"Confidential Information" shall include, without limitation, any –
5.1. technical, commercial or financial information;
5.2. know-how and trade secrets;
5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;
5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,
in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.
6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.
6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement "Third Party" means any party who is not a signatory to this agreement.
6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.
6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.
6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.
6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.
6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, "Losses") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.
7. TITLE
All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Receiving Party undertakes not to use the Confidential Information for any purpose other than:
8.1. the Project; and
8.2. in accordance with the provisions of this Agreement.
9. STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION
10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.
10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or
other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.
10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.
11. EXCLUDED CONFIDENTIAL INFORMATION
The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:
11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;
11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;
11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;
11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;
11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;
11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
12. TERM
12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.
12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.
13. ADDITIONAL ACTION
Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.
14. BREACH
In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.
15. AMENDMENTS
No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.
16. ENFORCEMENT
The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.
17. REPRESENTATIONS & WARRANTIES
17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.
17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
17.2.1. will not result in a breach of any other agreement to which it is a party; and
17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.
19. GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of South Africa.
20. DOMICILIA AND NOTICES
20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows –
Eskom –
Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;
Postal Address - PO Box 1091, Johannesburg, 2000, South Africa
Telephone No - +27 11 _________________
Fax No - +27 11 _______________________
Contact Person - _________________ (_________)
[Counterparty]
Physical Address ________________________________________
__________________________________________________________
Postal Address -__________________________________________
__________________________________________________________
Telephone No - __________________________________________
Fax No - _______________________________________________
Contact Person and Designation - ___________________________
__________________________________________________________
20.2. Any notice given by one party to the other is deemed to have been received by the addressee:
20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or
20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or
20.2.3. on dispatch, if sent to the addressee's then telefax number.
20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.
21. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
22. ASSIGNMENT
22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.
22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom’s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.
22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.
23. PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.
SIGNED by the Parties and witnessed on the following dates and at the following places respectively:
SIGNED at ______________________________ on ________________________________
AS WITNESS:
For: ESKOM HOLDINGS SOC LTD
Duly authorized
[Name of witness in print] [Specify full name of signatory]
SIGNED at ______________________________ on ________________________________ AS WITNESS:
For: [COUNTERPARTY]
Duly authorized
[Name of witness in print] [Specify full name of signatory]
| Entailment |
96_nda-11 | 96_nda-11_0 | Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Entailment |
96_nda-16 | 96_nda-16_0 | Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Not mentioned |
96_nda-15 | 96_nda-15_0 | Q: Agreement shall not grant Receiving Party any right to Confidential Information.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Entailment |
96_nda-10 | 96_nda-10_0 | Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Entailment |
96_nda-2 | 96_nda-2_0 | Q: Confidential Information shall only include technical information.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Contradiction |
96_nda-1 | 96_nda-1_0 | Q: All Confidential Information shall be expressly identified by the Disclosing Party.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Entailment |
96_nda-19 | 96_nda-19_0 | Q: Some obligations of Agreement may survive termination of Agreement.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Entailment |
96_nda-12 | 96_nda-12_0 | Q: Receiving Party may independently develop information similar to Confidential Information.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Not mentioned |
96_nda-20 | 96_nda-20_0 | Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Not mentioned |
96_nda-3 | 96_nda-3_0 | Q: Confidential Information may include verbally conveyed information.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Not mentioned |
96_nda-18 | 96_nda-18_0 | Q: Receiving Party shall not solicit some of Disclosing Party's representatives.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Not mentioned |
96_nda-7 | 96_nda-7_0 | Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Contradiction |
96_nda-17 | 96_nda-17_0 | Q: Receiving Party may create a copy of some Confidential Information in some circumstances.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Contradiction |
96_nda-8 | 96_nda-8_0 | Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Not mentioned |
96_nda-13 | 96_nda-13_0 | Q: Receiving Party may acquire information similar to Confidential Information from a third party.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Not mentioned |
96_nda-5 | 96_nda-5_0 | Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Not mentioned |
96_nda-4 | 96_nda-4_0 | Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.
Text: This Non Circumvention and Non-Disclosure Agreement, hereinafter the “Agreement”, is made and entered between ………………………. a freelance regulated under the laws of Spain, having its head office ………………………………., hereinafter referred to as "INTERMEDIARY" AND ………………………..a company organized under the laws of ……………………….., having Office at ……………………………. represented by …………………………….., hereinafter referred to as “PROVIDER”.
INTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the “Party” or the "Parties".
WHEREAS
Each Party has developed or possesses information and data, hereinafter defined and referred to as "Confidential Information".
The Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to “The Potential Delivery of Marble and Natural Stones to the markets of China and Marocco” and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.
The Agreement is established to define the conditions of exchange of the Confidential Information.
It is agreed that “INTERMEDIARY” or “PRODUCER” will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.
The clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.
NOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:
1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.
2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.
1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”.
2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.
3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.
4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.
5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.
6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.
7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”.
8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.
9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.
10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.
11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.
12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).
13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.
14. The award of the arbitrators shall be final and shall have the force of a judgement as among the
15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.
16. The Agreement has been prepared and signed in two (2) original copies in the English language.
17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.
18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.
The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.
All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.
The Agreement is effective as of June 1, 2013
IN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.
_________________________ _________________________
Name: ________________ Name:
Title: _________________ Title:
Date: _________________ Date:
A.I CLIENTS / COMPANIES / OPPORTUNITIES
| Entailment |
98_nda-11 | 98_nda-11_0 | Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Not mentioned |
98_nda-16 | 98_nda-16_0 | Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Not mentioned |
98_nda-15 | 98_nda-15_0 | Q: Agreement shall not grant Receiving Party any right to Confidential Information.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Entailment |
98_nda-10 | 98_nda-10_0 | Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Not mentioned |
98_nda-2 | 98_nda-2_0 | Q: Confidential Information shall only include technical information.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Entailment |
98_nda-1 | 98_nda-1_0 | Q: All Confidential Information shall be expressly identified by the Disclosing Party.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Not mentioned |
98_nda-19 | 98_nda-19_0 | Q: Some obligations of Agreement may survive termination of Agreement.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Entailment |
98_nda-12 | 98_nda-12_0 | Q: Receiving Party may independently develop information similar to Confidential Information.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Not mentioned |
98_nda-20 | 98_nda-20_0 | Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Contradiction |
98_nda-3 | 98_nda-3_0 | Q: Confidential Information may include verbally conveyed information.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Entailment |
98_nda-18 | 98_nda-18_0 | Q: Receiving Party shall not solicit some of Disclosing Party's representatives.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Not mentioned |
98_nda-7 | 98_nda-7_0 | Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Contradiction |
98_nda-17 | 98_nda-17_0 | Q: Receiving Party may create a copy of some Confidential Information in some circumstances.
Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement
This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”.
Whereas the Town and the Provider enter into the provision of services by the Town for .
And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;
Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:
1. Definition of Confidential Information
1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.
2. Disclosure of Confidential Information
2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.
2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.
3. Disclosure to Third Parties
3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:
a) Information that is now generally known to the public through no fault of the Provider;
b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or
c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.
4. Protection of Confidential Information
4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.
4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation.
4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be
entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.
4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.
4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.
5. Right to Audit
5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.
5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.
6. Return of Confidential Information
6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information
7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.
7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.
8. Ownership of Information
8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information
9. Product of this Agreement
9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.
10. Governing Laws
10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.
11. Length of Agreement
11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.
12. Limitation of Agreement
12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.
13. Amendments
13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.
14. Assignment
14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.
15. Entire Agreement
15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.
Provider Corporation Name
Signature (I have authority to bind the Corporation)
Name
Title
Date
The Corporation of The Town of The Blue Mountains
Ruth Prince, Director of Finance and IT Services
Date
| Contradiction |