Non-disclosure Agreement (NDA)

1.    Purpose

The Parties wish to explore business opportunities between the Parties (hereinafter “the Purpose”) and to that end will mutually disclose certain Information as defined below.

2.    Definitions

In this Agreement the term “Information” shall mean all information, particularly of a technical, product-specific or business- related nature, belonging or relating to a Party and its affiliated companies or third parties that comes to the notice of the other Party in the course of pre-contractual discussions, presentations, contractual negotiations or during co-operation on projects whether directly, indirectly, in writing, orally or in any other way. Information does not have to be marked as confidential to fall under this Agreement.

The term “Employee” includes all employees, agents, representatives of the Parties, their affiliates and companies within the same group as well as all other persons appointed by the Parties in connection with the fulfilment of their contractual obligations.

3.    Use of the Information

The Parties declare that they will (a) protect, keep in their possession and treat as confidential all Information, regardless of by whom it was furnished or when access to it was gained; (b) use the Information solely for the Purpose and only to the extent that this is necessary; (c) make no recordings or copies of the Information, nor permit such recordings or copies to be made, unless this is reasonably necessary for the execution of the Purpose, in which case such recordings or copies shall also be deemed Information; (d) only permit access to the Information to those Employees who require it in the context of contractual negotiations or performance of the contract.

4.    Confidentiality with regard to third parties

The Parties undertake not to make the Information accessible to any third party unless they are expressly authorized to do so  in this Agreement. Where inquiries are made by third parties, court or administrative authorities concerning the disclosure of Information, the Parties must inform each other thereof immediately. The Party affected by confidentiality matters must be supported by the other Party in its efforts to maintain the confidentiality of the Information.

5.    Employee access to the Information

Before any Party permits an Employee access to Information, it must ensure that the Employee understands the confidentiality of the Information and the obligations under this Agreement. The Party granting access to Information shall ensure that the relevant Employee is bound by obligations of confidentiality that are materially the same as the obligations included in this Agreement. Where a Party permits access to the Information, it is individually and jointly liable for any disclosure of Information not in accordance with this Agreement by an Employee.

6.    Exceptions

The obligations of this Agreement do not apply to (a) Information that is already accessible to the public or becomes accessible without involving any breach of this Agreement, (b) Information that is already known to a Party before it becomes aware of the Information  in  connection  with  its  relationship  with  the  other  Party  or  which  a  Party  or  an  Employee  legitimately  and independently obtains without access to the Information, (c) Information brought in good faith to the knowledge of a Party by   an authorised third party, or (d) Information that was approved for release by express written consent by a Party.

If a particular portion or aspect of the Information is subject to any of the foregoing exceptions, all other portions or aspects of such Information shall remain subject to the confidentiality provisions of this Agreement.

7.    Breach of Agreement

If a Party discloses and/or uses Information in breach of this Agreement it agrees to compensate the other Party for any damages resulting from any breach of any obligations under this Agreement. Any payment made under this section shall not relieve the Parties of their further obligations under this Agreement and shall not in any way affect any other rights or remedies.

8.    Ownership and return of the Information

All Information is and remains the sole property of the original owner of the Information. Upon termination of this Agreement the receiving Party is obliged to immediately return all Information received by the disclosing Party based on this Agreement to the disclosing Party or, at the option of the disclosing Party, to destroy all Information and confirm its destruction in writing. During the term of this Agreement, Information must be returned immediately on demand. Each Party shall carry its costs with respect to the return respectively destruction.

9.    Term

This Agreement shall enter into effect on the date of its signature and shall remain in force for an unlimited period of time, until terminated in writing by either Party with 14 day notice. Upon termination however, the obligations of confidentiality contained  in this Agreement shall continue to apply for a period of three (3) years from the effective date of the termination of this Agreement.

10.     Non Solicitation

 During the term of this Agreement and for 12 months after any termination of this Agreement, neither Party will, without the prior written consent of the other Party, either directly or indirectly, solicit or attempt to solicit, divert or hire away any person employed by the other Party or any customer of the other Party.

11.     Miscellaneous

All intellectual and industrial property rights on the Information remain the property of the relevant Party. This Agreement grants the other Party no rights of use or other rights to copyrights, patents, trademarks, trade secrets or other proprietary  rights.

Any rights and obligations granted under this Agreement may not be assigned or otherwise transferred to third parties without the prior written consent of the other Party. The rights and obligations of the Parties under this Agreement are also binding on their legal successors, subsidiaries and companies within the same group.

If any provision of this Agreement is or becomes invalid or is declared invalid, all of the remaining provisions shall remain in full force and effect. The invalid or unenforceable provisions shall be replaced by other provisions that are valid in form and content and whose purpose and intent come closest to the invalid or unenforceable provisions. The same shall apply with respect to any situation not contemplated by the Parties in this Agreement.

This Agreement supersedes all prior oral or written agreements, commitments and understandings pertaining to the subject matter hereof. Changes and additions to this Agreement (including the waiving of this reservation) must be made in writing to be valid.

12.     Applicable law and place of jurisdiction

This Agreement is governed by UK law.