|
This Confidentiality Agreement ("Agreement") is made
and effective
in ____________ (town) on the ____ of ____________ 200__, by and
between:
_____________________ (name and surnames of the OWNER), acting
in his/her own name and right / in the name and on behalf of _____________
(name of the company or website), with address for the purposes
of the present Agreement at __________________ (street, number,
floor, letter; in principle the business address or headquarters
of the business) in _________________ (town and postcode), hereinafter
"THE OWNER".
And, _____________________ (name and surnames of
the potential investor), acting in his/her own name and right /
in the name and on behalf of ________________ (name of the company),
with address for the purposes of the present agreement at __________________
(street, number, floor, letter) in _________________ (city and postcode),
hereinafter "THE INVESTOR".
Both parties mutually recognise legal capacity
sufficient and ample enough to bind and to this end enter into the
present Agreement of Confidentiality and Non-disclosure of Information,
in the following TERMS AND CONDITIONS:
ONE.- Object. The present Agreement refers to information
supplied by THE OWNER to the INVESTOR, whether it be in oral, graphic
or written form, and in these last two cases, which has already
been included in the "Business Plan" or in any other type of document,
in this course of negotiations currently taking place / which are
to take place in order to __________________________________
____________________________________________.
TWO.- 1. THE INVESTOR shall use the information
disclosed by the OWNER exclusively for the purpose mentioned in
Condition One, above, and THE INVESTOR undertakes to maintain the
strictest confidentiality with regard to this information, to convey
this obligation not to disclose to his/her employees, associates
and any other persons who, as a result of their relationship with
THE INVESTOR, need to have access to this information for proper
fulfilment of the obligations of the INVESTOR towards the OWNER.
2. THE INVESTOR or the persons mentioned in the
previous paragraph may not reproduce, modify, make public or disclose
to third parties the information which is the object of the present
Agreement without prior express written authorisation from the OWNER.
3. Equally, THE INVESTOR shall adopt with regard
to the information which is the object of the present Agreement
the same security measures he/she would normally adopt in respect
of confidential information of his/her own Company, ensuring in
so far as is possible that said information is not lost, stolen
or removed.
Top
THREE.- Without prejudice to the terms and conditions
of the present Agreement, both parties accept that the obligation
not to disclose shall not apply in the following cases:
- When the information is in the public domain at the time at
which is given to the INVESTOR or, once the information has been
supplied, this enters the public domain without infraction of
any of the Terms and Conditions of the present Agreement.
- When the INVESTOR was already apprised of this information prior
to signing of the present Agreement and without obligation not
to disclose.
- When current legislation or a legal injunction requires that
it be disclosed. THE INVESTOR shall notify THE OWNER of this circumstance
and shall do everything possible to ensure that the information
is given confidential treatment.
- d) If THE INVESTOR can prove that the information was developed
or received from third parties, in a manner entirely independent
from his/her relationship with the OWNER.
FOUR.- The intellectual property rights of the
information which is the object of this Agreement belong to the
OWNER and disclosure to the INVESTOR for the purpose stated in Condition
One, above, shall in no way affect this situation.
If the information is revealed, disclosed or used
by THE INVESTOR in a manner different from the object of the present
Agreement, either intentionally or due to mere negligence, THE INVESTOR
shall compensate THE OWNER for any resulting damage or prejudicial
consequences, without prejudice to any civil or criminal proceedings
which may correspond to the latter. (if so desired, a specific amount
for compensation can be agreed upon here).
FIVE.-, The parties are obliged to return any documentation
supplied in any type of format and, where appropriate, any copies
made of this documentation, and which constitutes information protected
by the obligation not to disclose which is the object of the present
Agreement if for whatever reason the relationship between the two
parties is terminated.
SIX.- The present Agreement shall come into effect
from the time at which it is signed by both parties, and shall remain
valid for a period of ____________ after finalisation of the relationship
between the parties or, where appropriate, the provision of the
service.
SEVEN.- The present Agreement shall be governed
and construed in accordance with the laws of _____________, (country).
The parties hereto agree that any dispute or conflict arising out
of the interpretation and/or fulfilment of this Agreement shall
be referred to the Law Courts of ____________ and expressly renounce
any other jurisdiction.
IN WITNESS WHEREOF, and in recognition of the terms
set forth herein, both parties hereby sign in duplicate, at the
place and on the date first above written.
|
THE INVESTOR,
|
THE OWNER,
|
|
Signed: Mr./Mrs.
__________________
|
Signed: Mr./Mrs.
__________________
|
(ATTENTION: BE SURE TO SIGN ALL PAGES OF THE AGREEMENT)
Top
|
