Both Parties desire to discuss certain business transactions with each other and to receive information to explore a potential business relationship for their mutual benefit and/or sign and execution of a business contract that shall include certain Confidential Information of the Parties (as defined below), hereinafter called "the Purpose," in order to facilitate these discussions and in order for them to receive from each other, either orally or in writing, Confidential Information under terms that will protect the confidential and proprietary nature of such information, both Parties have undersigned this Public Non-Disclosure Agreement (hereinafter - Agreement).
NOW, THEREFORE, BOTH PARTIES ACCEPT THE FOLLOWING TERMS:
1. Definition of "Confidential Information". For the purposes of this Agreement the term "Confidential Information" shall mean all information disclosed by each Party, its employees/contractors to the other Party, including without limitation: all ideas improvements, inventions, methodologies, algorithms, works, and other innovations of any kind authored, conceived, developed, made or reduced to practice by such Party, whether or not eligible for copyright, patent, trademark, trade secret, or other legal protection (including, without limitation, formulas, processes, databases, mechanical and electronic hardware, electronic components, computers and their parts, computer programs and their documentation, encoding techniques, marketing, and new product plans, production, processes, advertising, packaging and marketing techniques, marketing plans, product plans, technical plans, business strategies, strategic alliances and partners, prices, amounts, volumes of purchases (lists, specifications), and other financial information, engineering data, methodologies and processes, forecasts, information about the corporate structure of both Parties, personal information, customer lists, trade secrets, product design, capabilities, specifications, the identity of potential and actual customers, and suppliers and all documentation, including, but not limited to, any contractual and ancillary documentation with the clients and counteragents of both Parties in whatsoever form, materials, and media provided by both Parties to each other).
Company or Client name and his Logo picture should be considered as publicly known information. SILINEXX LLC inside marketing materials can use this information without prior confirmation from the owner of the materials.
BOTH PARTIES REPRESENT AND WARRANT TO CONFIDENTIAL INFORMATION IS COMPLETE, ACCURATE, AND REFLECTS THE ACTUAL STATE OF THINGS AS AT THE DATE OF DISCLOSURE OF SUCH INFORMATION.
2. Protection of "Confidential Information." In consideration of mutual disclosure of Confidential Information by both Parties, both Parties agree to the Confidential Information received from each other, that they:
(a) will maintain such Confidential Information in the strictest confidence;
(b) will not disclose, transfer or otherwise make available any of such Confidential Information to any third party, unless such Confidential Information must be disclosed for the Purpose, in which event the relevant Party shall, before such disclosure, obtain written consent from the other Party and obtain from the third person a written Non-Disclosure Agreement acknowledging the binding effect of these restrictions regarding the Confidential Information;
(c) will not directly, indirectly or in concert with any person, use the Confidential Information for any purpose including for its or any third Party's benefit, except for other than a business relationship with the other Party in accordance with the Purpose;
Both Parties shall take reasonable measures to protect the Confidential Information of the other Party. Those measures shall not be less than the measures taken to protect their Confidential Information. Confidential Information of the other Party may be provided to the employees of a relevant Party only on a need-to-know basis. Prior to such provision, the relevant Party will notify each employee to whom such disclosure will be made that such Confidential Information is received in confidence and shall be kept in confidence by such employee and mandatory signing of Non-Disclosure Agreement by the relevant employee.
3. Excluded Information. This Agreement shall not apply to any information:
(a) that is, or which becomes publicly known, through no wrongful act of the Party which received the information;
(b) which is required to be disclosed in order to comply with the applicable law or regulation or with any requirement imposed by judicial or administrative process or any governmental or court order.
4. No Licenses or Warranties. Confidential Information which is owned by the Party and all rights in it shall remain the sole property of such Party. Both Parties recognize that the disclosure of Confidential Information by the other Party shall not be construed as granting any rights, by license or otherwise, concerning any Confidential Information, except as may be explicitly created by this Agreement. Both Parties acknowledge that the Confidential Information of the other Party includes valuable trade secrets. Any Party which owns the Confidential information has no obligation to disclose Confidential Information to the other Party.
5. Remedies. Suppose any Party causes an unauthorized disclosure of Confidential Information of the other Party. In that case, the disclosing Party shall immediately report in writing the disclosure to the other Party and shall assist it in limiting the resulting infringement of its rights. The Party that committed the unauthorized disclosure shall cooperate in prosecuting any claims against third parties for unauthorized use. Both Parties acknowledge that unauthorized disclosure, use, or disposition, whether actual or threatened, of any Confidential Information, would cause irreparable harm, loss of business, and significant injury to the other Party, the scope of which would be difficult to ascertain. Therefore, both Parties agree that the Party which owns the information has the right to obtain an immediate injunction against any breach, threatened breach, or attempted violation of this Agreement. In addition to any other remedies that may be available at law, including without limitation, the recovery of expenses, costs, and attorney's fees arising out of such breach, threatened breach, or attempted breach.
6. Return/Destroy of "Confidential Information." All Confidential Information of the Party which owns such information shall be returned or destroyed promptly upon written request.
7. Prohibition of Disclosure. Both Parties undertake not in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner (including, but not limited to, making representation in court pleadings, (except as required under law)), the discussions that gave rise to this Agreement, the discussions or negotiations covered by this Agreement or the Confidential Information provided pursuant to this Agreement, without first obtaining the prior written consent of the other Party.
8. Assignment and Survival. This Agreement shall be valid unless terminated by either of the Parties. The obligations to the Confidential Information, including but not limited to items 1, 2, 4, 5, and 6 of this Agreement shall survive after the termination of this Agreement and/or return of all Confidential Information. Neither this Agreement nor any rights hereunder shall be assignable or otherwise transferable in whole or in part.
9. Governing Law and competent courts. This Agreement shall be governed by and constituted, and enforced by the laws of Ukraine, and Ukrainian Law will be competent.
10. Waiver. Failure by either Party to exercise any rights arising from default by the other Party shall not impair that right or constitute a waiver of it. No waiver by the Party which owns the information of any covenant to be performed by the other Party shall constitute a waiver of the right to claim any later breach of covenant.
11. Severability. The validity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
12. Damages. In breach of any provisions in this Agreement, the breaching Party undertakes to compensate all material, moral, direct, or indirect damages of the other Party occurred due to infringement of any of our obligations in this Agreement separate from the penalty stated above.
13. Notices. All notices required or permitted hereunder shall be in writing and shall be sent by nationally recognized overnight courier service or by registered or certified mail to the following address of the Supplier and the address of Party 1 or Party 2 stated herein. Emails will be considered if they are sent to the official electronic mail address of the relevant Party. Unless otherwise specified, notices shall be deemed given when the return receipt is received.
14. Term. This Agreement shall remain in effect for a five-year term (subject to the next five-year extension if the parties are still discussing and considering the Transaction at the end of the current year). Notwithstanding the foregoing, the Receiving Party's duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.
15. NDA apply notice. This Agreement enters into action right after first notice about it with a given WEB link to this document, email full text of this Agreement text, or this document as an attachment.
16. Document Effective Date. This Agreement enters into action starting from August 31, 2018. SILINEXX LLC has the exclusive right to change this Agreement or any of its articles at any time with an announcement about the new version of the Agreement is published. A new version of the Agreement should be published not prior than one month before Document Effective Date.