THIS NON-DISCLOSURE AGREEMENT is made on this date:
and entered between:
United People Global, of Chemin de Balexert 9-11 1219 Châtelein Geneva. Switzerland (“Disclosing party”).
AND
Confidential Information, whether disclosed in written, oral, visual, or tangible form, disclosed by Disclosing party to Receiving party shall be subject to the provisions of the Agreement when (a) the information is disclosed in written form which is marked confidential ; information disclosed in written form which is not marked confidential or (b) the information is disclosed orally or visually (such as through explanations of Disclosing party’s concepts and ideas or (c) disclosed in tangible form (such as product samples). Confidential Information shall also include (whether marked confidential or not) data regarding the quantity, price, delivery, or other commitments or proposals between the parties. Proprietary Information which is of commercial value including patent, copyright, trade secret, techniques, sketches, patterns, drawings, models, inventions, know-how, processes, apparatus related to the current, future and proposed products and services including price margins, customer’s lists of Disclosing party or any other information which is proprietary and confidential to Disclosing party shall be subject to this agreement.
Confidential Information shall not include any information which (a) was publicly available at the time of disclosure; (b) is required to be disclosed by the party pursuant to judicial order or other compulsion of law, provided that the Receiving party shall provide to the Disclosing party prompt notice of such order and comply with any protective order imposed on such disclosure.
Receiving party agrees to maintain in confidence and will not disclose, disseminate, publish or use any Confidential or Proprietary Information disclosed by Disclosing party and belonging to Disclosing party, whether or not in written form or whether or not in audio and video form. Receiving party agrees to treat all Confidential Information of Disclosing party with a reasonable degree of care and the same standard of care it used to protect his/her own confidential information.
This Agreement shall govern all communications between the parties. Receiving party understands that its obligations under "Nondisclosure and Non-use Obligations” shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, receiving party will promptly deliver to Disclosing party, without retaining any copies, all confidential documents and other proprietary materials furnished to Receiving party by Disclosing party or developed by Receiving party for Disclosing party.
At any time requested by the Disclosing party, the Receiving party shall return or destroy all documents, files, samples or other materials embodying Confidential Information and shall retain no copies thereof and shall certify in writing that such destruction or return has been accomplished.
Receiving party agrees that all rights, title and interest in works or contracts executed between parties carried out on behalf of and for the Disclosing party under this agreement shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Receiving party under any patents, copyrights, trademarks, or trade secrets of Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
If Receiving party breaches the term(s) of this Agreement, the disclosing party shall have the right to (a) terminate this Agreement and/or demand the immediate return of all Confidential Information; (b) recover its actual damages incurred by reason of such breach, including, without limitation, its attorney’s fees and costs of suit as well as profits obtained by the breaching party as a result of misusing the Confidential Information; (c) obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement; and (d) pursue any other remedy available at law or in equity. Failure to properly demand compliance or performance of any term of this Agreement shall not constitute a waiver of the parties’ rights hereunder.
This Agreement constitutes the entire agreement with respect to the Confidential and Proprietary information disclosed and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement cannot be cancelled or modified without the mutual agreement of the parties in writing.
This Agreement shall be governed in all respects by the laws of the Switzerland.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
