Non-Disclosure Agreement
No. Date ………………….
Entered by and between:
First name ……………………., Last name ………………,Address……………………………….. ……………………………………………………………………………………………….
e-mail ………………………………….. , phone …………………………… hereinafter referred to as Receiving Party, represented by Miss/es……………………………………..
And
Asociation Konnectika Business Networking Club, with its headquarter in Lt. Nicolae Pascu, Nr. , Bl. 7A1, Sc.1, Et. M, Apt. M8, Sector 3, Bucuresti, Romania, registered at the Trade Register Office CIF 39856301 with IBAN account RO48INGB0000999908407619 opened at ING BOBOCICA hereinafter referred to as Disclosing Party, represented by Mister Dan Maftei,
Hereinafter collectively referred to as “Parties” and individually “Party”.
The hereby Non-Disclosure Agreement (hereinafter referred to as “Agreement”) is concluded:
28(day) 12(month) 2019(year).
As the Parties agree to discuss the possibility of collaboration in relation to sales (description of the field of collaboration); and
As the Parties will disclose to each other certain Confidential Information (see definition below) during discussions and consultations to be held in the field of technology transfer, industrial collaboration, intellectual property and technological marketing,
BASED ON THE DECLARATION contained in this Agreement, the Parties agree as follows:
- Confidential information is trade secrets or other information that includes, but is not limited to, professional secrets, techniques, projects, specifications, drawings, sketches, diagrams, layouts, logic schemes, computer programs, tender documents, strategic plans. , territorial coverage plans, marketing / financial / business plans, names of employees, customers or suppliers / providers, as well as other technical, financial or business information, graphics, written information or in any other material form disclosed by the party that it holds the confidential information, whether or not it is specified as being “confidential” or its “property”.
- The destination of confidential information. The parties will use the confidential information only for the purposes agreed upon.
2. The party receiving confidential information agrees:
– receive, treat and manipulate the Confidential Information in confidentiality;
– not to disclose Confidential Information to third parties without the prior consent of the Party that disclosed the information;
– limit the access to the Confidential Information only to the persons directly involved within the Party receiving the information and who, having to know this Confidential Information, will be obliged to keep this information confidential and to sign a confidentiality agreement.
3. The obligations imposed on the Party receiving the Confidential Information by this Agreement shall not apply to those Confidential Information for which the Party receiving the information may prove the following:
– that they belonged to the public domain or were knowledge accessible to the general public at the time the information was transmitted to the Party receiving the information; or
– that they have become public domain or knowledge accessible to the general public for reasons independent of the action of the Party receiving the information; or
– have been obtained in good faith and without restrictions regarding their confidentiality from a third party.
4. Confidential Information Management:
The beneficiary of the confidential information is not entitled to:
a. copy, multiply, distribute, disclose in any way, in whole or in part, to any other person, company, corporation or entity, any of the Confidential Information or aspects thereof;
b. Allow third parties access to the Confidential Information.
5. Confidentiality and protection of information
Any documentation, presentations, videos, programs, data and information of any kind, made available by the Beneficiary in any form (written, electronic, verbal) are considered confidential information. With regard to the protection of the confidentiality of this information, the Parties agree:
a. to keep the information provided by the Beneficiary confidential;
b. not to disclose the information provided without the beneficiary’s written consent, unless the respective information is in the public domain;
c. not to use, directly or indirectly, the information for purposes other than that of facilitating the conclusion by the Parties of this Agreement;
d. to ensure that they have access to the information provided only to those persons within the company / members of the group involved in the closing process by the Parties and who have signed the confidentiality agreement.
The Provider is aware that the Beneficiary is a non-governmental organization with branches at national level. The provider undertakes to ensure the confidentiality of any information that falls within the scope of professional secrecy for a limited period.
6. Duration of the Confidentiality Agreement
6.1. This Agreement is concluded for a period of one (one) year.
6.2. Termination or termination of this Agreement for any reason shall not affect the obligation to maintain the confidentiality of information already transmitted under this Agreement, nor the obligation to limit their use for the purposes set out in this Agreement.
6.3. This Agreement remains valid with respect to any Confidential Information for ten (10) years from the date of disclosure of such information by the Party.
7. Unauthorized disclosure
If it is found that the information has been, in an unauthorized way, disclosed, lost or used for purposes other than those established, the responsible Party undertakes to pay the other Party compensation for the damages caused.
8. Restitution or destruction of Confidential Information
The parties undertake to return, upon the submission of a written request or upon termination of the Agreement, all media on which the Confidential Information is stored (including all copies thereof). The return of this information does not absolve the beneficiary of the confidential information from the other obligations incumbent upon it by this Agreement.
9. Applicable law
This Agreement is governed by the laws of Romania.
10. Litigation
10.1. The parties shall endeavour, in good faith, to amicably resolve any disputes, disputes or disputes arising out of or in connection with this Agreement.
10.2. If one of the clauses of this Agreement becomes obsolete, contravenes the law or becomes inoperative as a result of the application of an executive, legislative, judicial or other public decrees or decisions, this will not affect the validity or applicability of the other contractual clauses that will continue to remain in force and produce legal effects as if the invalidated, outdated or ineffective clause was not part of this Agreement at the time of its signature, provided that the parties take the necessary measures to replace the invalidated, obsolete or ineffective clause with another clause valid, legal and applicable leading to the same legal and / or economic effects.
10.3. If the beneficiary of the confidential information is requested by the competent judicial or administrative bodies to disclose Confidential Information regarding the party that disclosed the confidential information, by virtue of the application of a law or other legal norm or court decision, the beneficiary of the confidential information will promptly notify the party confidential to allow it to be placed under the protection of an appropriate order or other legal provision regarding the confidentiality of information.
The access to the confidential information by the judicial bodies is limited according to the request presented and will be treated according to the conditions regarding the preservation of confidentiality.
10.4. If no amicable settlement is reached, disputes will be settled by the competent courts in Romania.
11. Notifications
11.1. All notifications made under this Agreement will be sent in writing to the other party, mentioned in the preamble to the Agreement, by registered mail with AR (acknowledgment of receipt) or by fax.
11.2. Any change regarding the address of the parties will be communicated in writing to the other party, within a maximum of 5 (five) days from the operation of the change, subject to the validity of the notification sent to the last address, duly communicated, to the other party.
11.3. The Parties undertake to immediately notify any change in their coordinates or structure which may affect this Agreement.
11.4. Neither party has the right to assign any of its rights and obligations under this agreement, without the prior written permission of the other party.
12. Criminal clauses
The signatory of the contract has the obligation not to divulge information of any kind to those who are not members of the club. Breach of this obligation will be considered a violation of a criminal clause in the amount of…. or another amount based on the value of the contract drawn up.
13. Termination of the confidentiality agreement
This Agreement ends:
– hiding some information received from the customer (seller / buyer);
– disclosure of business information circulating between parties to persons not belonging to this group. By people we mean anyone who is not a member of the business group, here being included – children, grandparents, spouse and relatives of any degree, friends, other colleagues, etc.
– discussions and questions that are of a different nature than the business for which they may affect or harm other businesses of other members or may represent intrusive attacks in the lives of colleagues.
This Agreement was concluded on …………………………….. in Bucharest, in 2 (two) original copies, one for each, both copies having the same legal value.
Disclosing Party Receiving Party
…………………………….. ……………………………..