Accordo di riservatezza (Non Disclosure Agreement)
Accordo di riservatezza (Non disclosure Agreement)[edit]
NOTA: Questo modello di accordo è stato sviluppato specificamente per lo scambio di informazioni, per l'utilizzo di campionature di prodotti riservati o modificati e per discutere i risultati delle prove con i technology provider e con i potenziali partner dell'idea progettuale.
In order to protect certain confidential information which may be disclosed between them, the parties hereto, identified below and intending to be legally bound, covenant and agree, effective as of December 1st, 2010, as follows:
(1) The parties to this Agreement are:
______________ , a company incorporated under Italian law, having its registered office at via ______________ Italy and represented by Mr. ______________ acting as ______________ Manager for surface treatment products.
MAURO MORELLI MARMI di Claudio Morelli, a company incorporated under Italian law, having its registered office at Via Provinciale Carrara-Avenza, 109 - I-54033 Carrara (MS) - Italy and represented by Mr. Claudio Morelli, Legal Representative.
CONFIDENTIAL INFORMATION to be disclosed pursuant to this Agreement is confidential business or technical information, drawings, documentation and information of all kinds and in whatsoever form of the disclosing party relating to evaluation of Intellectual Property developed by MAURO MORELLI MARMI di Claudio Morelli in the area of stone surface printing. This method is called MarmAble.
The products covered by this agreement are coating products based on TECHPROVIDER's proprietary technology and other technology for the application on surface treatments.
MAURO MORELLI MARMI di Claudio Morelli and ______________ agree that all product technology covered by this agreement remain the property of ______________ even in case of product modifications proposed by MAURO MORELLI MARMI di Claudio Morelli are implemented.
MAURO MORELLI MARMI di Claudio Morelli and ______________ agree that all processing and deposition technology covered by this agreement remain the property of MAURO MORELLI MARMI di Claudio Morelli even in case of process modifications proposed by ______________ are implemented.
(2) CONFIDENTIAL INFORMATION shall be disclosed in documentary or tangible form and, to the extent practical, marked to indicate its confidential nature. In the case of CONFIDENTIAL INFORMATION disclosed orally or visually, the disclosing party shall confirm in writing the fact and general nature of each disclosure within thirty (30) days after it is made.
(3) The nature and scope of CONFIDENTIAL INFORMATION to be disclosed shall be in the sole discretion of the disclosing party.
(4) SAMPLE(s), if needed, could be provided by both parts. The type and quantity of SAMPLE(s) to be provided shall be in the sole discretion of the disclosing party. The submission of SAMPLE(s) pursuant this Agreement is neither a sale nor an offer for sale and is for experimental purposes only.
(continua)
(5) The parties appoint the following representatives to monitor and to handle the CONFIDENTIAL INFORMATION:
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Any change in representative shall be made upon written notice to the other party to this Agreement.
(6) All disclosures subject to this Agreement shall be completed within 2 years of the Effective date ('DISCLOSURE PERIOD').
(7) The receiving party shall use CONFIDENTIAL INFORMATION in confidence, using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure of such CONFIDENTIAL INFORMATION as the receiving party uses to protect its own confidential information of a similar nature.
(8) The receiving party shall restrict access to CONFIDENTIAL INFORMATION to those of the receiving party's employees, subsidiaries, parent and affiliated companies requiring access to such CONFIDENTIAL INFORMATION in order to accomplish the purposes of this Agreement, and then only if there is a clear understanding by such employees, subsidiaries, parent and affiliated companies of the obligation to maintain such CONFIDENTIAL INFORMATION in confidence and to refrain from making any unauthorized use of such CONFIDENTIAL INFORMATION.
(10) If SAMPLE(s) are provided, the receiving party shall not analyze SAMPLE(s) for chemical composition or cause SAMPLE(s) to be analyzed for chemical composition. At the request of the party providing the SAMPLE(s), the receiving party agrees to return all remaining SAMPLE(s).
(11) The obligations of this Agreement shall not prevent the receiving party from using or disclosing any information which:
(a) at the time of disclosure is in the public domain;
(b) after disclosure becomes part of the public domain through no fault of the receiving party, but only after it becomes part if the public domain;
(c) the receiving party can demonstrate what was in its possession prior to the time of disclosure hereunder;
(d) after disclosure hereunder is lawfully acquired by the receiving party from a third party who, insofar as the receiving party is aware, has no obligation to the disclosing party not to disclose such information, but only after such acquisition from the third party and in accordance with the terms and conditions, if any, respecting disclosure and use imposed by the third party; or
(e) is independently developed by the receiving party without access to the disclosing party's CONFIDENTIAL INFORMATION.
(12) For the purposes of Paragraph 11:
(a) information which relates to specific facts or specific data shall not be deemed either in the public domain or in the possession of the receiving party merely because such information may be contained within broad or generic disclosures; and
(b)information which relates to specific combinations of facts or data shall not be deemed either in the public domain or in the possession of the receiving party merely because the individual facts or data are found in separate disclosures.
(13)In the event the receiving party is required by judicial or governmental administrative process to disclose any CONFIDENTIAL INFORMATION of the disclosing party, the receiving party shall promptly notify the disclosing party so that the disclosing party may seek appropriate means to protect the confidentiality of its CONFIDENTIAL INFORMATION. Notwithstanding the absence of such means, if, in the opinion of the receiving party's counsel the receiving party is compelled to disclose such CONFIDENTIAL INFORMATION, the receiving party may disclose only the CONFIDENTIAL INFORMATION that is required without liaility hereunder.
(14) Upon request of the disclosing party, the receiving party will forward to the disclosing party all extant writings or other tangible forms of CONFIDENTIAL INFORMATION incorporated into the receiving party's own records, except that the receiving party may retain in the office of its legal counsel one copy of written information for record purpose only.
(15) Each party warrants that it is empowered to undertake its obligations under this Agreement.
(16) Neither party acquires any rights of the other party pursuant to this Agreement, except as specified in Paragraph 8.
(17) The receiving party shall adhere to the EU regulations and measures to combat terrorism and to the U.S.Export Administration Laws and Regulations and shall not export or re-export any technical data or products received from the disclosing party or the direct product of such technical data to any proscribed entity or country listed in the EU regulation and/or in the U.S.Export Administration Regulations unless properly authorized by the relevant EU authority or the U.S. Government.
(18) This Agreement sets forth the entire Agreement and understanding of the parties hereto regarding disclosure and use of CONFIDENTIAL INFORMATION and supersedes any and all prior agreements, arrangements and understandings which are merged into this Agreement.
(19)All additions or modifications to this Agreement (including any attachment referred to in Paragraph 15) must be made in writing and must be executed by both parties.
(20) This Agreement shall inure to the benefit of and be binding upon the successors and assignees of the parties hereto.
(21)This Agreement shall terminate at the end of the DISCLOSURE PERIOD. The obligations of Paragraphs 8,9,10,11,14 and 16 shall be for a period of five (5) years after the end of the DISCLOSURE PERIOD and shall survive termination of this Agreement.
(22)This Agreement shall be construed and any claim or controversy arising with respect hereto, shall be determined in accordance with Italian laws without regard to principles of conflicts of law.
(23)The parties irrevocably submit to the exclusive jurisdiction of the Court of ______________ .
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