NON-DISCLOSURE AGREEMENT (NDA)

for the receipt of DOCUMENTS, MANUSCRIPTS, DRAWINGS, DATA, IMAGES, or any PROPRIETARY and CONFIDENTIAL INFORMATION from a potential CLIENT (as DISCLOSING PARTY),
to which E&H FLOWTECH TRADE SRL hereby commits itself to comply (as OFFERER):

1. Definitions.

“CONFIDENTIAL INFORMATION” shall mean any information and data including, but not limited to, personal – autobiographical, business, commercial or technical information – facilities, production, technical processes, products and services, products and services development plans, sales and marketing strategies, customer lists, design projects, inventions and innovations programs, systems documentation, employment records. CONFIDENTIAL INFORMATION includes any copies or abstracts made thereof.
  All information disclosed is regarded to be CONFIDENTIAL INFORMATION unless the DISCLOSING PARTY explicitly declares otherwise.
“INTENDED PURPOSE” shall mean one or several of the following services provided by the OFFEROR including, but not limited to: content editing, copyediting, typecoding, proofreading, translation, ghostwriting, instructive writing, design and drafting / drawing / rendering, trademark creation, technical illustration, animation, industrial engineering, data modeling, data mining, image editing, web page creation, web page.

 

2. Exceptions.

The confidentiality obligations shall not apply, however, to any information and knowledge which:

i. is approved for public release by written agreement of the DISCLOSING PARTY;
ii. was in the OFFERER 's possession without confidentiality obligation prior to receipt from the DISCLOSING PARTY;
iii. is already publicly available at the time of disclosure or subsequently becomes available to the public through no breach by the OFFERER of this AGREEMENT;
iv. is lawfully obtained by the OFFERER from a third party without an obligation of confidentiality, provided such third party is not, to the OFFERER’s knowledge, in breach of any confidentiality obligation relating to such information;
v. is obtained or developed by the OFFERER independently from the other parties’ CONFIDENTIAL INFORMATION;
vi. is demanded to be disclosed by law or required by the regulations of a governmental organization, provided that written notice of such judicial action was given to the OFFERER and that the OFFERER fully cooperates with the DISCLOSING PARTY in seeking confidential treatment for any such disclosure.

 

3. Refusal.

The OFFERER shall have the right to refuse to accept any information under this AGREEMENT prior to any disclosure; information disclosed despite such a refusal is not covered by the confidentiality obligation under this AGREEMENT. The OFFERER shall refuse to perform any of the services defined as “INTENDED PURPOSE” if there is any doubt that the CONFIDENTIAL INFORMATION is not the legitimate intellectual property of the DISCLOSING PARTY.

 

4. Nondisclosure.

All CONFIDENTIAL INFORMATION:
i. shall remain the property of the DISCLOSING PARTY;
ii. shall be used by the OFFEROR exclusively for the INTENDED PURPOSE, unless agreed otherwise in writing by the DISCLOSING PARTY;
iii. shall be kept confidential by the OFFEROR;
iv. shall not be used, sold, marketed, reversed engineered, disassembled or de-compiled without the DISCLOSING PARTY’s written permission;
v. shall not be disclosed or distributed by the OFFEROR to anyone except its own employees, its accounting and legal consulting firms’ employees, who need to access such CONFIDENTIAL INFORMATION for the INTENDED PURPOSE, invoicing or legal representation. The own employees are bound to protect the discretion of any CONFIDENTIAL INFORMATION provided to them and in the possession of the OFFEROR by their employment agreement. The OFFEROR shall release CONFIDENTIAL INFORMATIONs to its accounting and legal consulting firms only after an adequate confidentiality agreement is signed, requiring the respective firms to treat CONFIDENTIAL INFORMATION in accordance with this NON-DISCLOSURE AGREEMENT. Any use or unauthorized disclosure of CONFIDENTIAL INFORMATION by accounting and legal consulting firms’ employees shall constitute a violation of this AGREEMENT;

 

5. Keep and Delete.

All CONFIDENTIAL INFORMATION exchanged between the PARTIES electronically, as well as any copies thereof, shall, upon respective request of the DISCLOSING PARTY, at the DISCLOSING PARTY’S option, be deleted by the OFFEROR after termination of this NON-DISCLOSURE AGREEMENT. Such request shall be made in writing by the DISCLOSING PARTY to the OFFEROR within thirty (30) days after termination of this AGREEMENT. The OFFEROR shall confirm the deleting in writing to the DISCLOSING PARTY within fourteen (14) days after receipt of the respective request.
However, this clause shall not apply to email correspondence, administrative and working files including estimates or quotes, working copies of documents to be edited, written or translated (including parts of them), working copies of images to be edited, technical illustrations and drawings (including changes or additions) and final drawings, or any other regularly stored backup copies of electronically-exchanged CONFIDENTIAL INFORMATION. This clause shall not apply to each party’s legal consulting firms and notaries public who have the obligation to keep a copy under the applicable law.

 

6. Invalidation, opposition and no-license.

Application for licenses or any other rights such as, but not limited to, patents, utility models, trademarks or trade-names, do not fall into the responsibility of the OFFERER. The OFFERER shall not be held responsible if prior to, during or after performing any of the services defined as “INTENDED PURPOSE”, any part of the CONFIDENTIAL INFORMATION of intellectual property such as, but not limited to, patents, utility models, trademarks or trade-names fails to pass the patent validity study, or faces opposition.

 

7. Termination.

The obligations imposed on the OFFERER shall automatically terminate two (2) years after the submission of CONFIDENTIAL INFORMATION unless agreed otherwise in writing with the DISCLOSING PARTY or earlier, if the CONFIDENTIAL INFORMATION reaches the public domain, unless the unsealing is the result of wrongdoing by the OFFERER’s employees or OFFERER’s accounting and legal consulting firms’ employees.

 

8. Export Regulations.

The OFFEROR shall abide by the applicable export license regulations of the respective country and the DISCLOSING PARTY shall be required to apply for an export license grant prior to any transmission of CONFIDENTIAL INFORMATION and to inform the OFFEROR sufficiently of any existing limitation.

 

9. Governing law.

This AGREEMENT shall be subject to the substantive law in force in Romania and the European Union.

 

10. Arbitration.

All disputes arising out of or in connection with this NON-DISCLOSURE AGREEMENT shall, unless amicably settled between the parties, be finally settled by arbitration according to the Rules of Arbitration of the Bucharest International Arbitration Court (BIAC).

 

11. Invalidity.

If any provision or application of this NON-DISCLOSURE AGREEMENT is held to be invalid, or unenforceable in any respect, the validity or enforceability of any of the other provisions and applications therein shall not be in any way affected or impaired.