This Confidentiality Agreement is executed and effective as of electronic time stamp of today.
COMPANY, a corporation having a principal place of business in ‚ADDRESS -FIELD‘ . Including but not limited to all company affiliates and subsidiaries, (Hereinafter “COMPANY”)
ENTRADE X PTE. LTD., with registered address 20A Tanjong Pagar Road, Singapore, 088443. Including but not limited to all company affiliates and subsidiaries, (hereinafter “ENTRADE”)
This Agreement confirms the obligations of COMPANY, its associates or affiliates (collectively referred to as “ COMPANY”) to EENTRADE, its subsidiaries or affiliates (collectively referred to as “ENTRADE”) and the obligations of ENTRADE to COMPANY regarding Confidential Information provided or made available by either party to the other party in connection with each party’s interest in evaluating and discussing the possibility of entering into a potential business arrangement. For the purposes of the agreement resulting from your acceptance of the terms of this Agreement (the “Agreement”), “Confidential Information” includes any and all proprietary information of one party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) including, without limitation, any and all technical, financial, or commercial information, know-how and trade secrets or other similar information of any description, as well as any and all data, specifications and technical and other information related to, and any and all information relating to the status of investigations being conducted in respect of any products, projects, technologies or processes of or being pursued, whether such information is disclosed in writing, orally, visually, or in the form of magnetic recording or other machine readable form.
By your acceptance of the terms of this Agreement, for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), COMPANY and ENTRADE-X agree to receive and maintain all Confidential Information in the strictest of confidence. For greater certainty, each party agrees that it will not disclose or permit to be disclosed, Confidential Information to any third party. Access to the Confidential Information will be restricted by the receiving party to those officers, employees, representatives, consultants and agents who are directly concerned with the use of the information in the course of their work and for the purpose set forth herein and who have been informed of the restrictions on use and disclosure and have agreed to abide by the terms of this Agreement prior to the receipt of such Confidential Information.
Notwithstanding the foregoing, the confidentiality and non-disclosure obligations of COMPANY and ENTRADE hereunder will not apply to Confidential Information that the receiving party can demonstrate, through written business records:
(a) is or becomes generally available to the public other than as a consequence of a breach of the obligations of confidentiality under this Agreement;
(b) is or becomes available to the receiving party on a non-confidential basis and not in contravention of applicable law from a third party which has represented to the receiving party (and which the receiving party has no reason to disbelieve after due inquiry) that it is not under a confidentiality obligation to the disclosing party and is entitled to disclose such information to the receiving party;
(c) is known by the receiving party prior to the disclosure of the Confidential Information without any other obligation of confidentiality to the disclosing party;
(d) the disclosure of which is required by law, provided that if the receiving party is required by law to disclose any Confidential Information, the receiving party will provide the disclosing party with prompt written notice thereof in order to enable the disclosing party to seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained for whatever reason, the receiving party will furnish only that portion of the information that it is advised by opinion of counsel that it must disclose; or
(e) that is discovered or created and developed by or on behalf of the receiving party without breach of the obligations contained within this Agreement and without reference to any Confidential Information of the disclosing party.
If the receiving party is requested pursuant to, or required by, applicable law or legal process to disclose any Confidential Information, the existence of this Agreement or any of the terms hereof, the receiving party will provide the disclosing party with prompt notice of such request or requirement in order to enable the disclosing party to seek an appropriate protective order or other remedy or to waive compliance with the terms of this Agreement or both. The receiving party will not oppose any action by the disclosing party to seek a protective order or other remedies. If failing the obtaining of a protective order or other remedies by the disclosing party, such disclosure is required; receiving party will use its best efforts to ensure that the disclosure will be afforded confidential treatment.
It is understood that, in the course of disclosing Confidential Information, the disclosing party will endeavor to identify such information as confidential, provided always that a failure to so identify such Confidential Information will not relieve the receiving party of its obligations hereunder.
All Confidential Information and all copies thereof will be and remain the property of the disclosing party and will be returned to the disclosing party upon demand by the disclosing party. It is understood that the disclosure of Confidential Information to the receiving party will not be construed as granting to the receiving party any license or rights in respect thereof.
Both COMPANY and ENTRADE-X agree that the Confidential Information will not be used by the receiving party or its agents or representatives for any purpose other than the evaluation of the potential business opportunity or transaction presented by each party.
A receiving party will notify the disclosing party of the existence of any unauthorized possession or use of the disclosing party’s Confidential Information promptly after discovery of any unauthorized disclosure, possession, or use of that Confidential Information by any person or entity, and of the circumstances surrounding that unauthorized disclosure, possession or use. The receiving party will co-operate with the disclosing party, at the disclosing party’s expense unless the receiving party was at fault for the unauthorized disclosure, to stop that unauthorized disclosure, possession or use. If the unauthorized disclosure is made by a person or entity to whom the receiving party had made the disclosure, then the receiving party will take all legally available action, in law and in equity to stop any further disclosure, to the extent that the receiving party fails to stop any unauthorized disclosure forthwith after demand by the disclosing party, the receiving party will assign to the disclosing party all rights necessary to stop the unauthorized disclosure.
Intellectual and industrial property and patents rights of the Disclosing Party or any of its affiliates will remain the exclusive property of the Disclosing Party and the Receiving Party will have no right, license, or interest therein, expressly or impliedly. Nothing to be contained in this Agreement shall be deemed to be or to contemplate a transfer of any of the intellectual or industrial property or patents of any Party to the other, or to any third party.
Any intellectual and industrial property of any of the Parties within the purpose of this Agreement, or any derivative intellectual or industrial property derived from said Party’s intellectual and industrial property will remain the exclusive property of that Party and the Receiving Party will have no right, license, or interest therein, expressly or impliedly unless provided otherwise in this Agreement. In addition, the Receiving Party shall not sublicense or transfer the Disclosing Party’s intellectual and industrial and/or Derivative intellectual and industrial to third parties without the prior written consent of the Disclosing Party.
Each Party hereby warrants that it has not come into conflict with any third party’s intellectual or industrial property right, used in connection with the Confidential Information to be provided for the Purpose. No Party has received any charge, complaint, claim, demand, or notice alleging any interference, infringement, misappropriation, or violation of any intellectual or industrial property.
No Party shall use the name of the other Party or the name of research personnel in any advertising or promotional material without the prior written approval of that Party, except to disclose the existence of this Agreement in any prospectus, offering memorandum, or other document or filing required by applicable law or regulation. In any such statements, the relationship of the parties shall be accurately and appropriately described.
If a Party owns an invention which can be usefully practiced as a trade secret, it shall have the right to not seek Patent rights on that invention and all rights to use that trade secret shall revert to it upon expiration or termination of the Purpose.
The Receiving Party agrees that it shall not (i) copy, modify, create any derivative work of, or include in any other products any of the Disclosing Party’s intellectual or industrial property or any portion thereof, or (ii) reverse, assemble, decompile, reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from any such Disclosing Party’s intellectual or industrial property, except as specifically authorized in writing by the Disclosing Party.
This Agreement does not constitute any representation, warranty or guarantee with respect to the accuracy or completeness of any Confidential Information and neither party will be entitled to rely on the accuracy or completeness of the Confidential Information or any of it, except as otherwise may be provided in specific representations and warranties in a definite agreement entered into by the parties.
Neither party will be held liable for any errors or omissions in the Confidential Information or the use or the results of the use of the Confidential Information. Each party will indemnify and save harmless the other party from and against all losses, damages, expenses, liabilities, claims and demands of whatever nature or kind including all legal fees and costs on a solicitor and client basis resulting from any breach of this Agreement by the indemnifying party or any of its representatives. Regarding special, punitive, indirect or consequential damages,
No Party, nor any of its affiliates, nor its or their respective Representatives or directors shall be liable to the other Party in any action for special, punitive, indirect or consequential damages resulting from or arising out of the performance, non-performance of the present Agreement, or use of the Confidential Information, including (but not limited to) loss of profit or business interruptions, howsoever caused.
COMPANY and ENTRADE-X acknowledge that, in the event of any breach of the provisions of this Agreement, the disclosing party might not be fully or adequately compensated by recovery of damages alone. Accordingly, COMPANY and ENTRADE agree that, in addition to any other relief to which the disclosing party may become entitled, the disclosing party will be entitled to temporary and permanent injunctive and other equitable relief, and that evidence of any breach of this Agreement will constitute, for the purposes of all judicial determinations of the issues of injunctive relief, conclusive proof of all elements necessary to entitle the disclosing party to temporary and permanent injunctive relief against the receiving party.
This Agreement will be governed by and construed in accordance with the laws of Singapore and is applicable to global operations.
The obligations of COMPANY and ENTRADE-X hereunder will survive and remain in full force and effect in respect of each item of Confidential Information for a period of three (3) years from the date of disclosure of such Confidential Information by the disclosing party to the receiving party.
The Parties agree that, for a period of three (3) years after the termination of this Agreement, they shall: (i) keep the receiving Confidential Information confidential; and (ii) not use the receiving Confidential Information in any way except for the purpose set forth above.
The rights and obligations of COMPANY and ENTRADE under this Agreement will be binding on each party and each party’s respective heirs, successors and permitted assigns.
Should any part of this Agreement be for any reason declared invalid by any Court of competent jurisdiction, such decision will not affect the validity of the remaining portion hereof, which remaining portion will remain in full force and effect to the fullest extent provided by law.
The parties have read and understood the foregoing and accept and agree to all terms herein this Signing Date 2019
Acknowledged and agreed to this agreement on today's Date 2019.
ENTRADE X PTE. LTD.
Name: JULIEN UHLIG
Acknowledged and agreed to this agreement on this Date 2019
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