#7 , 16 dec 2010 23:54
ik heb ondertussen een NDA gekregen, het ziet er op eerste zicht niet slecht uit,
maar dit beperkt wel mijnvrijheid om met andere firmas te spreken, of zie ik dit verkeerd
NDA hieronder
Non-Disclosure Agreement
This non-disclosure agreement (the “Agreement”) is made and entered into as of this 16th December 2010, (referred to as the “Effective Date”) by and between IKZELF, ZAAK, a Belgian corporation, having a place of business at Belgium (referred to as "UU"), and YY a company, duly incorporated under the laws of Denmark, having it’s place of business at city, province, (referred to as "YY"); both of whom are also referred to individually as the "Party" or collectively as the "Parties".
WHEREAS, the Parties desire to exchange business and technical information of a proprietary nature relating to:
xxxxxx
(referred to as "the Program"), such proprietary information relating to the Program being referred to as "Proprietary Information".
WHEREAS, the Parties desire to enter into the Agreement to establish terms and conditions applicable to the exchange of such Proprietary Information.
NOW, THEREFORE, in consideration of the above premises and the mutual covenants herein contained, the Parties hereto agree as follows:
1. For purposes of this Agreement, Proprietary Information shall mean all information or know-how of any kind that, subject to clause 2 in this Agreement, the disclosing Party treats as proprietary or confidential including, but not limited to, all ideas, designs, or inventions; research and development; software and source codes; specifications, manufacturing and engineering processes; business plans; customer information and customer lists; financial statements and forecasts; prices and pricing information; and product development plans and information belonging to suppliers and/or customers.
Without limiting the foregoing, the Confidential Information contains: xxxxx
2. Each Party shall mark the Proprietary Information, to which this Agreement applies, with the words “Proprietary Information” at the time of disclosure to the other Party. No obligation in this Agreement shall arise with respect to Proprietary Information unless fixed in writing or other tangible form, except for any orally transmitted Proprietary Information identified as proprietary at the time of transmittal and confirmed in writing by the disclosing Party within twenty (20) working days of the original oral transmittal. Notwithstanding anything to the contrary in this Agreement, each Party shall treat information, which it deems to be Proprietary Information even in the absence of the marking mentioned in this section 2, as Proprietary Information, but may request in writing, that the other Party within 7 (seven) working days in writing marks as set forth in this section 2 such information. If the other Party does not respond within the 7 (seven) working days or does not within the 7 (seven) working days mark as set forth in this section 2 the information, the Party may treat the information as non-Proprietary Information.
3. The recipients of Proprietary Information disclosed under this Agreement shall safeguard such information with the degree of care normally used to protect its own Proprietary Information. For a period of 5 (five) years from receipt of Proprietary Information, the recipient agrees to maintain such Proprietary Information in strict confidence, to refrain from disclosure to third parties, and to use such Proprietary Information only for evaluation in relation to the Program and for no other use without the prior written consent of the disclosing Party. Notwithstanding anything contained in this Agreement to the contrary, the recipient may, on a strict need to know-basis, disclose Proprietary Information to its advisors and consultants and to employees of recipient and recipient’s parents, affiliates and subsidiaries, provided such advisors, consultants and employees are bound by a confidentiality undertaking, no less onerous than this Agreement.
4. There shall be no liability for breach of the above restrictions on use and disclosure of Proprietary Information:
a) If the recipient can show that such information was generally available to the public at the time of recipient’s receipt of it;
b) If such information is lawfully in a written record in the recipient's files prior to its receipt from disclosing Party;
c) If the recipient at any time lawfully obtains said information from a third party under circumstances permitting its disclosure by this third party to others;
d) If the information falls into the public domain through no fault of the recipient;
e) If such information is disclosed with the prior written consent of the disclosing Party;
f) If such information is lawfully developed by the recipient independent of any Proprietary Information received from the disclosing Party; or
g) If disclosure of such information is required by law or under any order issued by a court of competent jurisdiction, provided that the recipient shall give the disclosing Party written notice of such requirement prior to disclosure so that the disclosing Party may seek a protective order or other appropriate relief.
5. This Agreement shall continue for a term of two (2) years from the Effective Date unless terminated by the disclosing Party at its sole discretion upon thirty days’ written notice to the other Party (or by both Parties mutually if both Parties have submitted Proprietary Information under this Agreement) which termination shall be accompanied by instructions for return of all Proprietary Information or destruction of all copies thereof. The rights and obligations regarding confidentiality and restrictive use under this Agreement shall survive any termination for the period set forth in Article 3 herein unless shortened by an act of Article 4 herein.
6. It is agreed by both Parties that this Agreement is the only existing Agreement between the Parties concerning Proprietary Information to be exchanged between the Parties with regard to the Program and that it supersedes and replaces any and all existing Agreements, written, oral and otherwise, concerning the exchange of Proprietary Information within the Program.
7. It is further agreed that no modification to this Agreement shall be binding on either Party unless such modification is in writing and signed by the individuals executing this Agreement or their respective successors.
8. Each Party represents and warrants to the other Party that the disclosure of Proprietary Information hereunder to the disclosing Party’s knowledge does not and will not violate any proprietary rights of any third parties or any contractual obligations the disclosing Party may have to any third party.
9. All Proprietary Information disclosed hereunder shall remain the property of the disclosing Party. Nothing in this Agreement shall be construed as granting any right or license to the Party receiving Proprietary Information under any current or future intellectual property right owned, controlled or licensed by the disclosing Party.
10. Nothing in this Agreement shall grant to either Party the right to make commitments of any kind on behalf of the other Party. This Agreement is not intended to be a joint venture, partnership, or other formal business organization, and neither Party to this Agreement shall have the right or obligation to share any of the profits or bear any of the losses of the other Party under any contract or subcontract performed in conjunction herewith.
11. This Agreement shall not be construed in any manner to be an obligation to enter into any additional agreement or to result in any claim whatsoever by one Party against the other for reimbursement of costs for any effort expended.
12. No liability is assumed by either Party for any claim, including intellectual property rights infringement, based upon or arising out of the other Party's use of the Proprietary Information. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE, ARE PROVIDED BY EITHER PARTY IN DISCLOSING ANY PROPRIETARY INFORMATION UNDER THIS AGREEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED BY BOTH PARTIES. It is understood that neither Party makes any representation as to the current condition or completeness of the Proprietary Information or as to the future availability of any product which incorporates the Proprietary Information; that the Proprietary Information is furnished by the Parties on an as-is basis; and that each Party disclaims any responsibility for supplying support, updates, changes or corrections relative to the Proprietary Information.
13. Neither of the Parties to this Agreement shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party hereto, except to a successor in ownership of substantially all of the assets of the entire business of the assigning Party relating to the Program. When assigned in accordance with this Article, this Agreement, and all rights, obligations and duties hereunder, will inure to the benefit of and will be binding on the assignees or successors in interest of the Parties.
14. Each Party agrees that its obligations hereunder are necessary and reasonable in order to protect the other Party and the other Party’s business, and expressly agrees that monetary damages would be inadequate to compensate the other Party for any breach by either Party of any covenants and agreements set forth herein. Accordingly, each Party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other Party shall be entitled to obtain both temporary and permanent injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of posting bond or other security (to the extent that either Party is required to post bond or other security, the Parties agree and stipulate that $1,000 is sufficient for such bond or other security) or proving actual damages.
15. The Parties represent and warrant that: (i) this Agreement is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, and (ii) the execution and delivery of this Agreement by such Party does not conflict with or constitute a violation of or default under such Party's organizational documents, any statute, law, regulation, order or decree applicable to such Party, or any contract, commitment, agreement, arrangement or restriction of any kind to which such Party is a party or by which such Party is bound. In the event of any litigation regarding or arising from this Agreement, the prevailing party shall be entitled to recover its reasonable expenses, attorneys’ fees and costs incurred therein or in the enforcement or collection of any judgment or award rendered therein.
16. This Agreement shall be governed and construed according to the laws of Denmark without giving effect to the principles of conflict of laws thereof. All disputes arising out of this Agreement shall be settled by the courts of Denmark.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date and year first above written.