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Non-disclosure agreement (Ugovor o tajnosti)

16.2.2016, , Izvor: Verlag Dashöfer

11.3 Non-disclosure agreement (Ugovor o tajnosti)

Janez Cerar


Preuzmite

This Non-disclosure Agreement (NDA) is entered into on this ______________ day of ______________ (month), ______________ (year), between:

(name of the company),

a Company incorporated in the ________ (state), having its Registered Office and Principal place of business at ________ (street), ________ (city), ________ (state), hereinafter referred to as “……” (name), represented by its Director, Mr. ________ (name);

and

(name of the company),

a Company incorporated in the ________ (state), having its Registered Office and Principal place of business at ________ (street), ________ (city), ________ (state), hereinafter referred to as “ ________” (name), represented by its Director, Mr. ________ (name)

Whereas:

  • The parties agree to enter into a confidential relationship with respect to the disclosure by one or each (Disclosing party) to the other (Receiving Party) of certain proprietary and Confidential information.

  • This NDA shall be understand as mutual non-disclosure agreement.

  • Both parties wish to discuss a potential transaction or relationship and exchange its confidential and/or proprietary information, and have intention to protect confidential information using this NDA.

  • This agreement shall not be understand as a joint venture, partnership, license relationship or similar as it is concluded for the purpose of preventing the unauthorized disclosure of Confidential information.

Parties have, in accordance with all facts mentioned above, intending to be legally bound hereby, mutually agreed as follows:

Definitions I.

In this NDA the following terms shall have the following meanings, except when explicit otherwise defined or appointed:

  1. (a) the “Disclosing Party” shall mean the person or company disclosing the Confidential information.

  2. (b) the “Receiving Party” shall mean the person or company who receives the Confidential information and is obligated to keep it secret.

  3. (c) the “Confidential information” shall mean information, whether in oral, written, graphic, electronic, machine readable or in other form, that is commercially valuable to the Disclosing party and not generally known or readily ascertainable in the industry. This includes, but is not limited to:

    • technical information concerning the Disclosing Party’s products and services, including product know-how, formula, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence;

    • information concerning the Disclosing Party’s business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies;

    • information concerning the Disclosing Party’s employees, including salaries, strengths, weaknesses and skills;

    • information submitted by the Disclosing Party’s customers, suppliers, employees, consultants or co-venture partners with the Disclosing Party for study, evaluation or use; and

    • any other information, which is by nature suchlike, that it may cause damage to the Disclosing party, if such information would be acquired by an unauthorized third person.

Non-disclosure obligation 


II.

Receiving party shall hold and maintain the Confidential information of the Disclosing Party in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and only to persons subject to non-disclosure restrictions at least as protective as those set forth in this NDA.

III.

Receiving Party shall not, without prior written approval of Disclosing Party, use for own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential information.

IV.

Any release of Confidential information, when considered necessary, to any third party shall be coordinated and approved by both parties prior to dissemination and release. Such release shall be made subject to said third party’s agreement in writing on the same terms as set out in this NDA not to make further disclosure and to use proprietary and confidential information solely for the purposes of this NDA.

V.

If a party becomes aware of any disclosure concerning Confidential information not permitted by this NDA, it shall immediately inform the other party and they shall jointly seek to remedy the situation, without prejudice to any other rights the proprietor of the information may have against the other party.

VI.

The protection of any proprietary and Confidential information hereunder does not and shall not extend to any information which it can be proved by the party receiving it, upon the written request of the party disclosing it, that:

  • at the time of the disclosure was, or thereafter became, part of the public domain otherwise than through the fault or negligence of the party receiving, or

  • was lawfully obtained by the

 
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