Non-discolusure Agreement

CONFIDENTIALITY AGREEMENT

The confidentiality agreement hereof (“Agreement”) is executed by and between ITALTRONIC S.r.l. (Vat number 02549880280) with offices in Padova (PD) – Italy, Corso Stati Uniti, (“Disclosing Party" or “Italtronic”) and the client (“Receiving Party”)

Considering that, in order to develop potential business relationships and/or transactions (“Business Purpose"), Italtronic may disclose to the client certain confidential information, as defined under article 1 below, the Parties agree as follows:

 

1.      PREMISES AND DEFINITIONS

1.1.    In addition to the terms and expressions which are elsewhere defined, the following terms shall have the meanings set forth below:

"Confidential Information"

means any information provided for by the Disclosing Party to the Receiving Party in writing, electronically, orally or in any other form or support.  The Confidential Information shall include, without limitation to the foregoing the intellectual property rights, discovery, inventions, developments, technical and technological information, technical documents, know-how, industrial and business secrets, computer programs, databases, software (included source codes), production methods and processes, business model, data, concepts, procedures, designs, sketches, algorithms, formulas, models and prototype, industrial plan, financial data and information, company plans, marketing plans, commercial analysis, list of the clients and relevant information, information and analysis of the competitors and relevant products, reports, technical and/or legal opinions (whether drafted by the Disclosing Party or by the relevant counsels) relating to goods, services, exiting products or under development, study, engineering or that could be manufactured in the future as well as any further information, news or data relating to Italtronic. The Confidential Information shall be considered as business secret and, therefore, shall not be disclosed although not marked as “Confidential”.

“Permitted Recipients”

means any director, officer, employee, adviser or auditor of the Receiving Party or any of its controlled company that reasonably needs to know Confidential Information for the Business Purpose.

 

2.      OBLIGATION TO KEEP CONFIDENTIAL AND RESTRICTIVE USE

2.1.    The Receiving Party shall:

not disclose any Confidential Information to anyone except to the Permitted Recipients, which are bound to the same level of confidentiality obligations as set forth by this Agreement;
use any Confidential Information exclusively for the Business Purpose; and
keep confidential and hold all Confidential Information with no less a degree of care as is used for the Receiving Party's own confidential information and at least with reasonable care.

2.2.    No other uses of the Confidential Information outside the Business Purpose - including the relative copying, reprinting, publication and/or other disclosure - shall be permitted, having been expressly excluded.

2.3.    Should the Receiving Party create, discover, conceive, make, invent or reduce to practice any invention, modification, discovery, design, development, process or intellectual property right whatsoever or any interest therein (whether or not patentable or registerable under copyright or trademark statutes) (collectively, “Developments”) that relates to Italtronic’s products and results from disclosure of the Confidential Information, are and shall immediately become the sole and absolute property of Italtronic. The Receiving Party undertakes to transfer to the Disclosing Party any right regarding the Developments without being entitled to claim, cavil, demand and/or object whatsoever. The Receiving Party hereby undertakes to sign each document necessary to finalize such transfer.

 

3.      EXCEPTIONS

3.1.    The obligations under Article 2.1 to keep confidential all Confidential Information shall not apply to the extent that the Receiving Party can prove that any of that information:

was already known by the Disclosing Party before the relevant disclosure;
was at the time of disclosure, or subsequently becomes, generally available to the public through no breach of this Agreement by the Receiving Party or any Permitted Recipient;
was lawfully obtained by the Receiving Party from a third party without an obligation of confidentiality, provided that third party is not, to the Receiving Party’s best knowledge, in breach of any obligation of confidentiality relating to that information;
has been disclosed as a consequence of an order or a decree issued by the public authority, which failure to comply could cause penalties, provided that the Receiving Party notifies in writing the Disclosing Party in advance of any such compelled disclosure and the Confidential Information that shall be disclosed.

 
4.      COPIES

4.1.    Unless otherwise authorised in writing by the Disclosing Party, the Receiving Party shall be authorised to make copies of the Confidential Information within the limits required for the achievement of the Business Purpose.

 

5.      NO AUTHORIZATION

5.1.    The Agreement hereof does not oblige the Disclosing Party to disclose to the Receiving Party its Confidential Information.

5.2.    The Receiving Party shall be entitled to refuse the receipt of any or all the Confidential Information by giving written notice to the Disclosing Party before the relevant disclosure.

 

6.      NO LICENCE OR OWNERSHIP

6.1.    Nothing in this Agreement shall affect any rights the Disclosing Party may have in relation to the Confidential Information, neither shall this Agreement provide the Receiving Party with any right or license under any patents, trademarks, know-how, business or trade secrets, or the like.

 

7.      NO WARRANTY

7.1.    The Disclosing Party does not issue any warranty with respect to the Confidential Information, nor the Disclosing Party guarantees the suitability of the Confidential Information for the Business Purpose.

 

8.      RELATIONSHIP BETWEEN THE PARTIES

8.1.    The Agreement hereof does not oblige the Parties to enter into further contracts, nor to create a commercial or industrial relationship or other type of collaboration whatsoever. The execution of the Agreement hereof does not cause the payment of remuneration or other economic commitment upon between the Parties.

 

9.      TERM AND TERMINATION

9.1.    This Agreement enters into force from its execution and will be effective until the Confidential Information will become public.

 

10.    SURVIVAL OF OBLIGATIONS

10.1. Upon termination of this Agreement, for any reason it occurs, the Receiving Party shall promptly return to the Disclosing Party all the Confidential Information received, together with the media in which it was contained, without retaining any copy. The Disclosing Party shall have the right, at its sole discretion, to request in writing to the Receiving Party the destruction of the Confidential Information. In this case, the Receiving Party undertakes to proceed with destruction at the latest within 5 days of the request and to confirm in writing to the Disclosing Party the destruction.

 

11.    NON PERFORMANCE AND PENALTY

11.1. The Receiving Party hereby acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by it or its representatives or employees and that Italtronic will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to the exclusive remedies for a breach of this Agreement by the Receiving Party or its representatives or employees but shall be in addition to all other remedies available at law. The above notwithstanding and without prejudice to any such further remedies, the Receiving Party agrees to immediately pay Italtronic for any such breach by [●] or its representatives or employees (including former employees), the amount of € [●] ([●]) as pre-liquidated and mutually agreed damages. The Receiving Party hereby declares to renounce to claim, cavil, demand and/or object whatsoever with regard to the adequacy of such sum, which the Parties deemed fair in consideration of the importance and value of the Confidential Information.

 

12.    PRIVACY

12.1. The Receiving Party undertakes to process the Disclosing Party’s data in compliance with the current regulations governing the protection of personal data, and in particular in compliance with the provisions set forth in Regulation (EU) 679/2016.

 

13.    GOVERNING LAW AND DISPUTES

13.1.  This Agreement shall be governed by and construed in accordance with the laws of Italy, with the express exclusion of conflict of law rules.

13.2.  Any dispute, controversy or claim arising out of or related to this Agreement, or its execution, breach, termination or invalidity and damages claim thereof, shall be , shall be submitted to the sole and exclusive venue of the Court of Padua – Italy.

 

14.    FINAL PROVISIONS

14.1.  The Receiving Party shall not assign or transfer the Agreement hereof or the relevant rights and obligations without the written consent of the Disclosing Party.

14.2.  This Agreement is the complete and exclusive statement between the Parties, which supersedes all prior agreements with respect to the Confidential Information. No addition or modification to this Agreement shall be valid unless made in writing, as an addendum to the Agreement hereof, and duly signed by the authorised representative of each Party.

14.3.  If any of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, in whole or in part, under the laws of any applicable jurisdiction, the validity, legality or enforceability of the remaining part of same provision and all other provisions shall not in any way be affected or impaired. The Parties shall nevertheless negotiate in good faith in order to agree upon the terms of mutually satisfactory provisions, achieving as closely as possible the same commercial, industrial and economic effects, to be substituted for the provisions so found to be void or unenforceable.

14.4.  No failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver hereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.