This agreement (the “Agreement”) is entered into on March 7, 2017 (the “Effective Date”) by and between
with a principal place of business at ______________________
(hereinafter referred to as "Company 1")
- and -
Render farm LLC, a Russian limited liability company
with a principal place of business at Russian Federation, Chelyabinsk, Truda 84, 305
(Company 1 and Company 2 are hereinafter jointly referred to as the “Parties”).
A. In connection with the discussions, evaluation or implementation of one or more existing or proposed business opportunities or the performance of each Party’s roles and responsibilities in connection therewith (collectively, the “Purpose”), Company 1 and Company 2 may disclose or make available certain proprietary, confidential and trade secret information or materials only to those partners, affiliates, and/or staff who are relative to the undertaking of Purpose and under similar non-disclosure agreements as described in Section 2 below.
B. The Parties desire to enter into this Agreement to prevent unauthorized use and disclosure of such information and materials. The provisions of this Agreement shall apply to any Confidential Information, as defined below in Section 1, the Receiving Party, which is either Party that obtains the information, receives from the Disclosing Party, which is either Party that reveals the information.
NOW, THEREFORE, in consideration of the mutual promises and undertakings of the Parties contained herein,
Company 1 and Company 2, intending to be legally bound, hereby agree as follows:
1. Definition of Confidential Information.
Subject to Section 3 below, the term “Confidential Information” shall mean any and all materials or information not in the public domain that the Receiving Party acquires or learns from the Disclosing Party in connection with the Purpose or any activities related thereto, and whether disclosed or made available in writing, electronically, orally, visually, or otherwise, such as without limitation, (i) computer hardware, software, and/or utilities, solutions, designs, techniques, methods, methodologies, ideas, blueprints, tools, processes, programs, templates, data and any information related thereto, (ii) existing or contemplated products or services for literary, audiovisual, musical, theatrical, and/or artistic works, product or service specifications and plans for any area in the multi-media market, concepts, plots, drafts, scripts, scores, storylines, characters, assembly drawings, psycho graphics, music composition, arrangements, recordings, and audio-visual production (iii) forecasts, business plans, strategies, practices, and financial statements, and (iv) other information such as, without limitations, client and partner lists, information collection systems, know-how, licenses, intellectual property, patents, copyrights, trademarks, trade names, search criteria, demographic criteria, circuit schematics, manufacturing techniques, marketing plans, studies, and other business operations information. Confidential Information of a Disclosing Party also includes that Confidential Information of Disclosing Party’s partners, affiliates, and/or 3rd Party.
2. Non-Disclosure; Use Restrictions.
A Receiving Party shall (i) hold the Confidential Information of the Disclosing Party in trust and confidence, (ii) not disclose such Confidential Information to any third Party, directly or indirectly, except as in accordance with Section 4 below or written authorization by the Disclosing Party, and (iii) protect such Confidential Information by using the same degree of care as it uses to protect its own Confidential Information of similar value and sensitivity, but not less than reasonable care. A Receiving Party may disclose the Confidential Information of a Disclosing Party only to those of its employees and independent contractors who are participating in the Purpose and who have a need to know such information, provided that such employees or independent contractors have signed an agreement containing terms no less restrictive than those contained in this Agreement. The Receiving Party shall not use the Confidential Information acquired or learned from the Disclosing Party for any purpose whatsoever, or benefit from such use, directly or indirectly, except for the Purpose stated herein or as contemplated under any other written agreement between the Parties which references this Agreement. The Receiving Party shall take all reasonable precautions to ensure that its employees and independent contractors comply with the provisions of this Agreement.
Notwithstanding the provisions of this Agreement, the obligations and restrictions set forth herein regarding Confidential Information shall not apply to information that the Receiving Party can establish (i) is or becomes publicly available other than as a result of a breach of this Agreement by, or other fault of, the Receiving Party, (ii) is lawfully received from a third Party which is not under an obligation of confidentiality for the benefit of the Disclosing Party, (iii) was either in the possession of or known to the Receiving Party at the time of disclosure without any limitation on use or disclosure for the benefit of the Receiving Party, or (iv) is independently developed by the Receiving Party without the use or benefit of the Disclosing Party’s Confidential Information.
4. Notice of Required Disclosure
In the event that Receiving Party or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information supplied to it or its Representatives in the course of these dealings, it is agreed that the Receiving Party and any other party who has received such request will provide the Disclosing Party with prompt notice of such request(s) so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement.
5. Ownership; No License.
All materials and Confidential Information shall remain the exclusive property of the Disclosing Party (or the affiliate or third Party from which the Disclosing Party obtained such materials or Confidential Information). Except as expressly provided herein or under a separate written agreement between the Parties that references this Agreement, neither Party grants, conveys or transfers to the other any interest, license or other right, whether by estoppel, implication or otherwise, in, to or under its Confidential Information or any patent, copyright, trade secret, trademark or other intellectual property right.
6. Return of Confidential Information.
Upon the earlier of (i) the completion or termination of the Purpose, or (ii) the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information disclosed or made available by the other, in any form and including, without limitation, all copies, summaries and abstracts thereof and all electronic media or documents containing or derived from such Confidential Information. Upon request, the Receiving Party shall certify in writing that it has returned or destroyed all Confidential Information disclosed or made available by the Disclosing Party.
7. No Warranty; Obligations.
No representations, warranties or other assurances are given by the Disclosing Party with respect to the completeness or accuracy, or performance of any information or materials provided to the Receiving Party. Except for the obligations of the Parties specifically set forth in this Agreement, neither Party shall have any obligation to enter into any discussions or agreement with respect to any transaction related to the Purpose or otherwise have any obligation with respect to any such transaction. Any obligations relating to the Purpose in addition to those contained herein, if any, shall be set forth in one or more separate written agreements between Company 1 and Company 2.
8. Term; Survival.
The term of this Agreement shall commence on the Effective Date and shall remain valid indefinitely until Confidential Information is no longer considered Confidential Information under applicable law as specified above in Section 3. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remaining terms, provisions, covenants and conditions of this Agreement shall remain in full force and effect.
9. Governing Law; Remedies.
This Agreement, including, without limitation, the performance and enforceability hereof, shall be governed by and
construed in accordance with the laws of Hungary, without reference to the principles of conflicts of law. The Receiving Party acknowledges that a violation of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party and that the Disclosing Party may have no adequate remedy at law. Accordingly, each Party agrees that the Disclosing Party shall have the right, in addition to any other rights and remedies it may have, at law, in equity or otherwise, to seek injunctive relief in any court of competent jurisdiction to restrain any breach or threatened breach of this Agreement or otherwise to specifically enforce any provision of this Agreement.
10. General Provisions.
This Agreement contains the entire understanding and agreement of the Parties relating to the subject matter hereof. No provision of this Agreement may be amended, modified or waived except in writing, signed by the Party sought to be bound. No custom or course of dealing shall cause a modification of this Agreement. The paragraph headings used herein are for convenience of reference only and will not affect the interpretation or construction of this Agreement. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of any rights or remedies available to such Party or its right to subsequently enforce such provision or any other provision of this Agreement. This Agreement shall be binding upon the Parties and their respective successors and assigns.
This Agreement may be signed by facsimile and in counterparts, each of which shall be deemed an original, and all signatures together shall represent the Parties’ intent to be bound to the promises and warranties expressed herein.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Effective Date.
represented by: Valentin Dorokhov
represented by: Valentin Dorokhov