MUTUAL NON-DISCLOSURE AGREEMENT (CONFIDENTIALITY)
In __________, (Date) ___ _____ ______
The first one, on behalf of User Experience S.L, with C.I.F. No. B-90117466 and registered office at Calle Imagen 6, Planta 6, Puerta C, 41003 Seville, instituted by public deed granted before the Notary of Seville Don Bartolome Martin Vazquez, on 16/01/2014, with number 105 of his protocol, and registered in the Commercial Registry of Seville, in volume 5831, eighth section, folio 200, sheet SE 100519, first entry, in his capacity as Attorney-in-Fact, (hereinafter “CHECKEALOS, as a trademark”).
The second, in the name and on behalf of ___________________, with C.I.F. nº ______ and registered office at ______, established by public deed granted before the Notary of ____________________, Mr. _______, on the __ day of _____ of ______, with the number _______ of his protocol, and registered in the Mercantile Registry of _______, in volume ____, book __, folio ___, sheet _____, entry ___, in his capacity as Attorney-in-Fact, (hereinafter “_________________”).
Both parties as intervening mutually recognize each other’s legal capacity and capacity to act sufficient and sufficient to grant this contract and to this end
1) That both _________________ and CHECKEALOS are interested in carrying out the business relationship between them for the use of the CHECKEALOS platform and the collaboration in the same.
2) That, by virtue of the foregoing, both parties hereby establish the following
- The purpose of this Agreement is to protect and prevent unauthorized disclosure of confidential information of _________________ and any affiliates, subsidiaries and parents or other entities related to or controlled by _________________, as described below, while permitting discussions and/or negotiations regarding proposed business opportunities. _________________ and CHECKEALOS may consider it mutually beneficial to communicate to each other certain information, analyses, reports or other documents about each other or data about their respective affiliates, product descriptions, forecasts, business strategies, software, systems, methods, techniques and other business information in various media that such party deems confidential. This Agreement is entered into in recognition that a proper analysis of the desirability of entering into business relationships between the parties, within the framework of any future contractual relationship or in connection with services offered by CHECKEALOS, requires that certain Confidential Information be communicated to each other. All information that may be communicated by one party to the other and any (i) analysis, compilation, report, study or other information prepared by the other party and (ii) any discussions between the parties relating to such information shall be collectively referred to as “Confidential Information”.
- With respect to the Confidential Information received by CHECKEALOS from _________________: (i) shall restrict the communication of the Confidential Information and shall not disseminate it to any third party; and (ii) shall use the Confidential Information only within the framework of any future contractual relationship or relationships between the undersigned parties.
- Notwithstanding the agreements established, neither _________________ nor CHECKEALOS shall be obliged to maintain the confidentiality of the Confidential Information of the other party that: (i) has been expressly provided to be published by the other party and the recipient has for that purpose, with authorization or written consent of authorized representative, (ii) was already previously known by the party; (iii) or if it becomes public knowledge, unless the receiving party knows that such dissemination has occurred without authorization or unlawfully, or (iv) is independently disclosed by such party, without violating any of its obligations under this Agreement.
- If requested by a party, the other party shall destroy all documents and files containing Confidential Information of its own, without retaining any copies or other reproductions, in whole or in part. However, the requested party may keep a copy of these documents or files, under the custody of a person designated for this purpose, for the sole purpose of serving as evidence in any dispute that may arise in connection with the conversations or use of the Confidential Information. In addition, if requested by one of the parties, an executive or other appropriate representative of the other shall deliver a certificate confirming that the foregoing, including the destruction, has taken place.
- The parties agree that, if a third party requests that a party to this Agreement or its employees, affiliates, advisors or representatives deliver to it the Confidential Information of the other pursuant to a subpoena, summons, governmental order, statute or regulation, such party shall notify the other promptly upon receipt of such request and shall thereupon send written notice thereof so that the other party may seek, at its own expense, an appropriate protective order or other remedy or, if appropriate, suspend performance of the terms of this Agreement. These agreements do not preclude final disclosure of any information required by law.
- If both CHECKEALOS and _________________ are irreparably damaged by the breach of this Agreement by the other party, they may request the financial compensation they deem appropriate for the damages suffered, as well as any other type of action conferred by law in defense of their rights.
- Under no circumstances shall the conversations between _________________ and CHECKEALOS be interpreted as creating any type of obligation. Any agreement that may be reached as a result of such discussions and / or negotiations, must be formalized in separate documents and granted in writing. Both parties further acknowledge that any Confidential Information communicated or provided to one party by the other party is the property of the other party and that the receiving party shall not acquire by the mere fact of such communication, or otherwise, any right or title or license with respect to the Confidential Information.
- This Agreement and the interpretation of its terms and conditions shall be governed by and construed in accordance with the laws of Spain. This Agreement shall be binding upon the parties hereto.
- The parties have indicated as their address for notification purposes the address indicated in the heading. Any change in the address for notifications must be communicated in writing. Communications or notifications shall only be considered valid if made in writing, even if delivered personally or sent by fax or e-mail.
- This Agreement shall become effective on the date indicated in the heading and the obligation to protect any Confidential Information provided pursuant to the terms of this Agreement shall continue in effect for a period of two (2) years after the communication in question. This Agreement shall expire by its own terms two (2) years after the date of the last communication of Confidential Information.
- It is further expressly agreed that no failure or delay in exercising any of the rights granted to you by law and hereunder shall be deemed a waiver thereof. This Agreement shall constitute the entire agreement between the parties hereto on the subject matter hereof and no modification, amendment or waiver shall be binding without the written consent of the undersigned parties.
- The parties, expressly waiving their own jurisdiction if any, expressly submit to the Courts and Tribunals of Madrid Capital to resolve any discrepancies that may arise in the application or interpretation of this document.
And, in proof of conformity with the foregoing, the parties sign the present document in duplicate and to a single effect in the place and on the date indicated in the heading.
Name: s Name: ___________________