NON DISCLOSURE AGREEMENT

Pubblico qui sotto un modello di "NON DISCLOSURE AGREEMENT". Il modello può essere utilizzato adeguandolo al caso concreto.

NON DISCLOSURE AGREEMENT

THIS AGREEMENT (hereinafter the "Agreement") is made on_________, 20....., in………………………….

BETWEEN

………………………, a (e.g. joint stock) Company, established under the laws of ........, having its place of business (head Office) at ....................................................., Companies Register N......., Tax Code............., VAT N............,represented by………........................, acting in his quality of..............….., in short ….....

and

………………………, a (e.g. joint stock) Company, established under the laws of ........, having its place of business (head Office) at ....................................................., Companies Register N......., Tax Code............., VAT N............,represented by………........................, acting in his quality of..............….., in short ….....

................. and ................. hereinafter, jointly or individually, sometimes also referred to as “Parties” or “Party”.

WHEREAS

A. …………… and ……………… intend to disclose to each other proprietary and confidential information in connection with ………………………………(hereinafter called the “Purpose”).

B. The Parties wish to protect such proprietary and confidential information in accordance with the provisions set out below.

Now, therefore the Parties agree as follows:

1 In this Agreement:

1.1 "Confidential Information" means in relation to the Purpose, any technical, financial or commercial information including (without limitation) specifications, drawings, designs, samples, models, equipment, computer software (including source code, executable code, database, data and related documentations), know how, experimental and test data, production files, technical reports, pictorial reproductions, trade secrets data, algorithms, flow charts, processes, sales, contractual and marketing data originally disclosed by one Party ("the Disclosing Party") to the other Party ("the Receiving Party") under this Agreement which is in written, other visual or machine readable form and clearly marked or designated by the Disclosing Party as proprietary or confidential (or is communicated orally on a basis of confidentiality and subsequently presented in written, visual or machine readable form to the Receiving Party within thirty (30) days of such communication). All the protections and restrictions in this Agreement relating to the use and disclosure of Confidential Information shall also apply during such thirty (30) day period.

1.2 Confidential Information also includes any information which can be obtained by examination, testing or analysis of any hardware or material substance or any component part of such hardware or material substance provided by the Disclosing Party even though the requirements in Clause 1.1 for marking and designation have not been fulfilled.

1.3 Confidential Information does not include any information which:

a) is in or which comes into the public domain otherwise than as a result of a breach of this Agreement by any person to whom a disclosure of Confidential Information is made as permitted under this Agreement or of any other duty of confidentiality relating to the Confidential Information of which the Receiving Party has knowledge; or

b) was lawfully obtained by the Receiving Party from a third party with full rights of disclosure and/or without restrictions or breach of this Agreement; or

(c) the Receiving Party can show was already in its unrestricted possession at the date of receipt of the information under this Agreement; or

(d) the Receiving Party can show has been developed by it or for it at any time, independently of any Confidential Information; or

(e) is not properly designated or confirmed as proprietary or confidential (except for the provisions of Clause 1.2).

(f) is approved for the release or use in question by written authorisation of the other Party.

1.4 This Agreement shall remain in full force and effect for a period of three years from the Effective Date, whereupon it shall expire, provided however, that any causes of action accrued on or before such expiration shall survive until the expiration of the applicable statute of limitations.

Place and date

SIGNATURE SIGNATURE