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Mutual Nda. Fermatagro - Individual
Mutual Nda. Fermatagro - Individual
3. Protection and Use of Confidential Information. For a period of five (5) years after
the date of disclosure, each Party agrees that at all times and notwithstanding any
termination or expiration of this Agreement it (a) will hold in strict confidence and not
disclose to any third party any Confidential Information of the other Party, except as
approved in writing by the other Party to this Agreement, and (b) will use the Confidential
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Information of the other Party for no purpose other than furtherance of the
Relationship. For avoiding any doubt Parties agree that FermatAgro is entitled Data
classification and dispose of the Data on its own discretion. Data should be anonymized
in such a way that it is not possible to identify the Company and/or other information
related to the Company.
4. Exceptions. A Receiving Party shall not have any obligations under this
Agreement with respect to a specific portion of the Confidential Information of the
Disclosing Party if such Receiving Party can demonstrate with competent evidence that
such Confidential Information:
A. was in the public domain at the time it was disclosed to the Receiving Party;
B. entered the public domain subsequent to the time it was disclosed to the
Receiving Party, through no fault of the Receiving Party;
C. was in the Receiving Party’s possession free of any obligation of confidence
at the time it was disclosed to the Receiving Party;
D. was rightfully communicated to the Receiving Party free of any obligation
of confidence subsequent to the time it was disclosed to the Receiving
Party; or
E. was independently developed by the Receiving Party without reference to
the Disclosing Party’s Confidential Information.
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6. Notification. The Receiving Party shall immediately notify the Disclosing Party
upon discovery of any loss or unauthorized disclosure of the Confidential Information of
the Disclosing Party.
8. No Grant of Rights. Each Party recognizes and agrees that nothing contained in
this Agreement shall be construed as granting any property rights, by license or
otherwise, to any Confidential Information of the other Party, or to any invention or any
patent, copyright, trademark, or other intellectual property right that has issued or that
may issue, based on such Confidential Information. Nothing herein shall obligate the
Parties to proceed with any transaction between them, and each Party reserves the right,
in its sole discretion, to terminate the discussions contemplated by this Agreement
concerning the business opportunity.
9. Term. This Agreement shall terminate five (5) years after the Effective Date, or
may be terminated by either Party at any time upon thirty (30) days written notice to
the other Party.
10. Choice of Law. This Agreement shall be governed by, and construed in
accordance with the laws of the Republic of Cyprus, without reference to its conflict of
laws. In the event either Party shall bring any action to enforce or protect any of its
rights under this Agreement, the prevailing Party shall be entitled to recover, in addition
to its damages, its reasonable attorneys' fees and costs incurred in connection therewith.
11. Amendment. This Agreement may not be amended, and no provision of this
Agreement may be waived, except by a writing signed by both Parties hereto.
13. No Assignment. Neither Party will assign or transfer any rights or obligations
under this Agreement without the prior written consent of the other Party, except that
upon written notice to the other Party, a Party may assign the Agreement without such
consent to its successor in interest by way of merger, acquisition or sale of all or
substantially all of its assets.
14. Notices. All notices or reports permitted or required under this Agreement shall
be in writing and shall be delivered by personal delivery, electronic mail, facsimile
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transmission or by certified or registered mail, return receipt requested, and shall be
deemed given upon personal delivery, five (5) days after deposit in the mail, or upon
acknowledgment of receipt of electronic transmission. Notices shall be sent to the
addresses set forth at the end of this Agreement or such other address as either Party
may specify in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Mutual Confidential
Agreement to be executed as of the Effective Date.
By: By:
____________________________ ____________________________