Definition of Confidential Information
All the following information, which is disclosed by either Party's employer's representatives, or employees or subcontractors to the other Party, or vice versa , will be classified as falling within the scope of confidentiality, even if they are not marked as "Confidential";
· Any legally preserved information, discovery, innovation, business, method, patent, copy right, brand and trade secret;
· Even if not subject to legal preservation, all verbal and written commercial, financial, and technical data, business plans, business paterns , work flow, technical proc edures, design drawings, projects, models, inventions, specialization knowledge on certain fields, processes, devices, eqipment,algorithms, software, software source code documentation, source codes and formulas belonging to available or potentially available products and services, researches, experimental studies, R&D activities , design details and specifications, engineering reports, financial reports, supply data, procurement requirements, production capacity data, customer lists, price lists, cost data, business projections, sales and sales enchancement procedures, marketing plans, previous period sales data, next period sales estimates, competitor analysis, information about employees, corporate instructions, propcedures, regulations, job descriptions, forms, audit reports and process documentation, commodity codes, Pc hardware, designs, formulas, technical specifications, lists relating to suppliers and prospective customers, market data, material lists, administration methods, know-how, working methods, production and operation techniques and relavent guidelines, documengts, reports, financial tables, files, PC discs and record (readable by machine or user) and other literal or electrıic information;
· Contrcats concluded with 3rd parties and corporations, subscription information,
· Communication data, photographs and image records,
· Without limiting foregoing, all verbal and/or written information and documentation.
Information Considered As Not Falling Within The Scope of Confidential Information
The information which became public domain and those that are required to be disclosed by operation of of "Confidential Information". All material and information disclosed by either Party to the other shall be considered and treated as Confidential Information, unless otherwise is proved by the Party receiving such material and information on the basis of following definitions;
Provided that acquisition of the information in the following manner is proved by the Disclosing Party;
the information which is already in, or became public domain through any means other than breach of this Contract by the Receiving Party; or (ii) information already known to Receiving Party before disclosure by the Disclosing Party to the receiving Party; or (iii) information acquired by the Receiving Party from a source besides the Disclosing Party, without breaching his/her obligations towards the Disclosing Party; or (iv) information developed independently by the Receiving Party without using the Confidential Information belonging to other Party; or (v) information of which the publicity is allowed under the written consent of the Disclosing Party shall not be considered as Confidential Information.
Ownership of Confidential Information
All rights in Confidential Information are reserved by the respective Parties.Neither this Agreement nor any terms and conditions contained ierein may be construed(a) to require either Party to disclose information, (b) to grant any right or license on Confidential Information, or existing or potential patent, brand, copy right, trade secrets or intangible goods , whether or not they are subject to legal preservation, (c) to create any partnetship or joint venture whatsoever; in any manner, between the Parties, (d) to vest any liability in the Parties for execution of any business transaction.
All provisions relating to Confidentiality shall survive indefinitely after termination of this Agreement, or as of the termination date, regardless of how it has been terminated and for what reason. The Receiving Party, however, may disclose the Confidential Information pursuant to the decision of a competent judicial or official auhtority, provided that Receiving Party (i) should serve a reasonable notice to allow the Disclosing Party to prove otherwise or to limit the scope of disclosure and (ii) should maintain minimum level of disclosure while responding to the said decison and establish full compliance with the confidentiality requirements set forth or approved by the authority passing the order or decision.
The Parties acknowledge that the violatioın of this Agreement may cause the Disclosing Party irreparable harm, and lead to unlawful infringement of its interests, and full recovery of the damage will not be possible through exercise of vested legal rights/remedies, and finally, agree to diligently enforce the terms of this Agreement as expected from prudent merchants.
Preservation of Confidentiality by the Other Party
The Parties may exchange confidential information to the extent necessary to conduct the existing business relationship.
The Parties agree and undertake that neither party will be hold responsible for incompleteness or incorrectness of the information disclosed to him by the other party.
The Parties hereby undertakes ;
a) to keep Confidential Information in utmost secrecy,
b) to refrain from deliveriing or disclosing such information, in any manner whatsoever, to 3rd real/legal entites,
c) to abstain from using, directly or indirectly, any of the Confidential Information for any purpose other than as specified herein for conduct of business relationship between the them.
Each Party shall safeguard the other Party's Confidential Information with the same degree of care as it employs in maintaining its own trade secrets.
The Parties agrees and undertakes beforehand to ensure that their employees, subcontractors and other persons working under their control should refrain from breaching their contractual obligations and that they shall be directly responsible for any act committed contrary to this provision.
The Parties are allowed to disclose Confidential Information only under requirement and to their employees, subcontractors and assigned persons, who are need to learn such information to perform their duties, by warning them about the confidentiality of information.
The Parties shall not use the other party's company name or logo in promotional and marketing activities carried out towards the 3rd real/legal entities through print, visual and internet media, and literal-verbal disclosures-press releases, without obtaining prior consent of the other party.
The Parties shall in no way release, except as otherwise is requred by law, the mutual business negotiations, disputes, consultations, agreements and results/progress of the jointly conducted business to public, open media, social media, internet, and shall abstain from sharing them with any 3rd parties, without written consent of both Parties.
A Party's failure to exercise, or delay in exercising any right, power or privilige provided under this Agreement shall not operate as waiver thereof; nor shall single or partial exercise of any right, power or privilidge preclude any other or further exercise thereof.
In case there is any doubt, the provisions of this Agreement shall be construed to preserve the confidentiality of Confidential Information.
When a Party becomes aware of unlawful or unathorized disclosure of Confidential Information belonging to other party by the persons for whom it is responsible, which can be construed as violation of this Agreement, it will be liable to notify the other party immediatly and in writing, and to take all measures to prevent such actions.
In this case, within 5(five) business days upon receipt of notice, the Party disclosing Confidential Information will be obliged to take and implement all measures and/or to destroy all tangible expression means (i.e. CDs, e-mails, printed documentation, reports, audio-visual records etc.) in such a way that it can never be used again and/or return the same in the form at the option of the other party and/or to arrange publication of written correction and or appology message by the involving media upon request of the Party whose Confidential Information is disclosed.
This Agreement may be amended only by a written instrument signed by both Parties.
Either Party may terminate this Agreement unilaterally by reserving all the rights vested by
the law, in case of either party's failure to fulfill the terms and condititons of this Agreement. In the event that a Party becomes subject to legal and administartive proceedings, or penal sanctions, or suffers moral damages due to other party's negligence to comply with contractual terms, in this case, it will be entitled to seek legal remedy and to claim all damages arising thereof., the relevant cost to be borne by the other party. The claims and remedies arising out of breach of terms and conditions of this Agreement can be brought by the Parties independent of and in addi.ion to the claims and remedies arising out of violation of law by the acts committed contrary to the provisions of this Agreement.
The main objective of this Agreement is to preserve confidentiality and to avoid disclosure of the information. Therefore, termination of the Agreement for any reason whatsoever, in no case shall mean entitlement of either party to disclose the Confidential Information belonging to the other party.
In the event of termination of the business relation and or Agreement between the Parties, all correspondences, notes, PC print outs and discs, data and other documentation, including certificates, and registered material relating to the Confidential Information are immediatly retured , in any case not later than two weeks, to the Disclosing Party, together with all available copies.
This Agreement shall be governed by and construed in accordance with the Polish Law and any dispute arising thereof shall be submitted to the jurisdictioniton of the Courts and Enforcement Offices in Poland
The Parties agrees and undertakes beforehand to ensure that their employees, subcontractors and other persons working under their control should refrain from breaching their contractual obligations and that they shall be directly responsible for any act committed contrary to this provision.
The Parties are allowed to disclose Confidential Information only under requirement and to their employees, subcontractors and assigned persons, who are need to learn such information to perform their duties, by warning them about the confidentiality of information.
The Parties shall not use the other party's company name or logo in promotional and marketing activities carried out towards the 3rd real/legal entities through print, visual and internet media, and literal-verbal disclosures-press releases, without obtaining prior consent of the other party.
The Parties shall in no way release, except as otherwise is requred by law, the mutual business negotiations, disputes, consultations, agreements and results/progress of the jointly conducted business to public, open media, social media, internet, and shall abstain from sharing them with any 3rd parties, without written consent of both Parties.
A Party's failure to exercise, or delay in exercising any right, power or privilige provided under this Agreement shall not operate as waiver thereof; nor shall single or partial exercise of any right, power or privilidge preclude any other or further exercise thereof.
In case there is any doubt, the provisions of this Agreement shall be construed to preserve the confidentiality of Confidential Information.
Required Measures
When a Party becomes aware of unlawful or unathorized disclosure of Confidential Information belonging to other party by the persons for whom it is responsible, which can be construed as violation of this Agreement, it will be liable to notify the other party immediatly and in writing, and to take all measures to prevent such actions. In this case, within 5(five) business days upon receipt of notice, the Party disclosing Confidential Information will be obliged to take and implement all measures and/or to destroy all tangible expression means (i.e. CDs, e-mails, printed documentation, reports, audio-visual records etc.) in such a way that it can never be used again and/or return the same in the form at the option of the other party and/or to arrange publication of written correction and or appology message by the involving media upon request of the Party whose Confidential Information is disclosed.
Amendements To The Agreement
This Agreement may be amended only by a written instrument signed by both Parties.
Partial Invalidity
If any provision of this Agreement is declared void or has been wholly cancelled, this declaration shall not affect the validity of remaining contractual provisions.Termination of the Contract
This Agreement shall not be terminated unilaterally and without giving reason. The termination of the Agreement shall base on the mutual written understanding of the Parties. If any provision of this Agreement is declared unlawful, void or unenforceable, by any competent court, this provison shall be deemed amended by replacing a lawful, valid and enforceable provision and the court shall construed and implement the said provision as amended. At all events, remaining provisions of this Agreement shall remain wholly valid and in force.Either Party may terminate this Agreement unilaterally by reserving all the rights vested by
the law, in case of either party's failure to fulfill the terms and condititons of this Agreement. In the event that a Party becomes subject to legal and administartive proceedings, or penal sanctions, or suffers moral damages due to other party's negligence to comply with contractual terms, in this case, it will be entitled to seek legal remedy and to claim all damages arising thereof., the relevant cost to be borne by the other party. The claims and remedies arising out of breach of terms and conditions of this Agreement can be brought by the Parties independent of and in addi.ion to the claims and remedies arising out of violation of law by the acts committed contrary to the provisions of this Agreement.
The main objective of this Agreement is to preserve confidentiality and to avoid disclosure of the information. Therefore, termination of the Agreement for any reason whatsoever, in no case shall mean entitlement of either party to disclose the Confidential Information belonging to the other party.
In the event of termination of the business relation and or Agreement between the Parties, all correspondences, notes, PC print outs and discs, data and other documentation, including certificates, and registered material relating to the Confidential Information are immediatly retured , in any case not later than two weeks, to the Disclosing Party, together with all available copies.
Agreement Term
This Agreement shall become effective as of the date of signature and shall remain inforce unless mutually terminated by the Parties. The provisions of this Agreement governing confidentiality shall survive even after the termination of the business relationship and this Confidentiality Agreement between the Parties.Transfer of Agreement
Neither Party is allowed to transfer the rights or liabilities under this Agreement without obtaining the prior written consent of the other party.Applicable Law and Competent Court
This Agreement shall be governed by and construed in accordance with the Polish Law and any dispute arising thereof shall be submitted to the jurisdictioniton of the Courts and Enforcement Offices in Poland
This Agreement comprising 14 articles is read, understood and signed by the Parties on their own free will, as two oriiginal copies.
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