CONFIDENTIALITY AGREEMENT

Trust is one of our core values. You can see below our Non-Disclosure Agreement for you and your expert and between you and us.

Non-Disclousure Agreement

1 – Definitions

“Affiliate” means with respect to any person, any other entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and for purposes of this definition, “control” shall mean, as to any person, the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise and the terms “controlled by,” “under common control with” and “controlling” shall have correlative meanings.

“Confidential Information” means all information, data, know-how and experience, whether scientific, technical, engineering, operational, marketing or of a business or economic nature, including samples of products, or parts of products, whether or not available in writing or any other recorded form relating to the Purpose, which is confidential or proprietary to a Party disclosing the same (the “Disclosing Party”) and which is disclosed or made available to the other Party (the “Recipient”) or to any Affiliate of Recipient by the Disclosing party or any of its Affiliates, or on its behalf, during briefings or on other occasions relating to the above Purpose.

“Intellectual property Rights” means any and all trade and service marks, trade names, trade secrets, patents, copyrights, design rights (whether registered or not and all applications for any of the foregoing), database rights, moral rights and rights in know-how, confidential information and inventions and other intellectual property rights of a similar or corresponding nature whenever and howsoever arising for the full term thereof and all renewals and extensions thereof which may now or in the future subsist in the Netherlands and in other countries throughout the world.

2 – Confidentiality and restricted use 

The Recipient agrees:

a) to keep all Confidential Information confidential and agrees not to disclose any Confidential Information to any third parties and/or publish any Confidential Information, except for the entities mentioned at point c);

b) to use the Confidential Information only for the Purpose;

c) that it may only disclose Confidential Information to those of its Affiliates, employees, external advisors and consultants engaged in the Purpose, and disclosure shall only take place to the extent necessary to achieve the Purpose. Any such Affiliate, employee, advisor or consultant shall observe the terms of this Agreement in all respects as if they were party to it and the Recipient shall be liable for breach of any of the terms of this Agreement by any such Affiliate, employee, advisor or consultant, and

d) not analyze or decompile any samples provided by the Disclosing Party or the Confidential Information to determine the composition or method of operation or manufacture or any products of the Disclosing Party.

3 – Exceptions

The obligations and restrictions contained in this Agreement shall not apply with respect to Confidential Information where such Confidential Information:

a) was in the public domain, or generally available to the public at the time of disclosure, or subsequently entered the public domain or became generally available to the public other than through a breach of this Agreement or other default;

b) was already lawfully known to the Recipient at the time of receipt thereof from the Disclosing Party, as can be evidenced by documents or other tangible evidence in the Recipient’s possession;

c) was rightfully received from a third party provided that this can be shown by documentation of the Recipient and provided that the third party did not acquire or disclose such information by a wrongful act;

d) was independently developed by or for the Recipient or its employees, (sub)contractors or suppliers provided that this can be shown by documentation of the Recipient; or

e) was required or is requested to be disclosed by court order, data request or other legal process or subject to a legal request by regulatory authorities. In any such case, the Recipient shall immediately provide the Disclosing Party with detailed written notice of any such request so as to allow the Disclosing Party to seek a protective order or other suitable remedies aimed at protecting the confidentiality of the Confidential Information

For the avoidance of doubt: i) the mere sale or unrestricted disclosure of an article or product made from or including Confidential Information by the Disclosing Party shall not be deemed to constitute a disclosure of the formula or software coding and software architecture of such composition bringing the formula within one of the foregoing exceptions, and ii) a specific selection or combination of Confidential Information will not be excluded from the protection afforded to Confidential Information under this Agreement, solely by virtue of the fact that some or all of its individual parts are themselves so excluded, unless the selection or combination itself is shown to be so Excluded.

4 – Ownership

4.1 This Agreement imposes no obligation on a Party to exchange information or to conclude further agreements. Each Recipient acknowledges and agrees that, all Confidential Information shall belong solely and exclusively to the Disclosing Party and/or its Affiliates and except as explicitly provided hereunder, nothing in this Agreement and no course of dealing between the Parties, shall be construed to constitute the grant of a license, express or implied, to a Recipient under any Intellectual Property Rights of the Disclosing Party.

4.2 If not otherwise agreed, all data carriers, original documents or samples disclosed under this Agreement shall continue being property to the Disclosing Party Collabwith. The Recipient can return these data carriers, original documents or samples at any time. At request of the Disclosing Party, all data carriers, original documents or samples shall be returned or destroyed, at the option of the Disclosing Party, immediately. To the extent that Confidential Information cannot be returned or destroyed, such as electronic backup files or minutes of meetings, the Recipient shall specify such records and warrant that it shall not make any further use of the Confidential Information contained therein and shall maintain strict confidentiality in respect thereof in accordance with the terms of this Agreement.

5 – Term

This Agreement shall enter into force with effect as from “Your first conversation date” (the “Effective Date”) and shall remain effective for a period of 3 years from the Effective Date unless terminated sooner by either Party. Unless terminated sooner, this Agreement shall automatically terminate after such period. Notwithstanding the earlier termination or expiration of this Agreement, the confidentiality and restricted use provisions contained herein shall continue to apply for a period of 3 years from the date of termination or Expiration.

6 – Liability

Both Parties could be the Receiving and the Disclosing Party. The Receiving Party hereby agrees to indemnify and hold harmless the Disclosing Party from and against all damages, losses, claims, liabilities, costs and expenses which the Disclosing Party may incur or sustain as a result of a breach of any provision of this Agreement by the Receiving Party or by any of its Affiliates.

7 – Indemnity

The Receiving Party acknowledges and agrees that the Disclosing Party may be irreparably harmed by a breach of the terms of this Agreement by the Receiving Party, and that damages alone may not be an adequate remedy. The Parties therefore agree that in addition to the remedies provided for in the preceding section, the Disclosing Party may apply for injunctive relief or specific performance for any actual or threatened breach of the terms of this Agreement by the Receiving Party. Any rights and remedies provided under this Agreement shall be cumulative with any rights or remedies afforded by law to the Disclosing Party.

8 – Miscellaneous

8.1 No failure or delay on the part of a Party to exercise any right under this Agreement shall operate as a waiver thereof, and a waiver of any provision of this Agreement is only effective if given in writing and only in the instance and for the purpose for which it is given.

8.2 Neither Party is entitled to assign or transfer all or part of its rights and obligations under this Agreement to any third party without the prior written consent of the other Party

8.3 Any change to this Agreement shall be in writing and duly signed by the two Parties.

8.4 This Agreement shall be governed by the laws of the Netherlands, and any disputes shall be settled exclusively by the courts of Amsterdam, the Netherlands.

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