Confidentiality Agreement
계약 언어.
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This Confidentiality Agreement is agreed between CW Cleaning Solutions GmbH,
Belfortstrasse 8, 50668 Köln, Germany (hereinafter “cycleWASH”) and the
individual and organisation identified in the form above (hereinafter
“Recipient”), each a “Party” and jointly the “Parties”.
Preamble. WHEREAS the Parties expect to potentially co-operate in view of
developing cleaning, testing equipment & related services (the “Project”),
and as part of the anticipated discussions cycleWASH will disclose Proprietary
Information in the form of three-dimensional models, assemblies and technical
geometry of cycleWASH machines. The Parties acknowledge that any breach of this
Agreement might result in considerable loss.
1. “Proprietary Information” means all information such as — but not
limited to — material, data, knowledge, know-how, samples and prototypes
(a) of a scientific, technical or industrial nature including trade secrets,
inventions, processes, methods, designs, plans, computer data bases, computer
software and computer programs, or (b) relating to business or commercial operation,
including costs, pricing data, contractual information and business, commercial,
marketing and financial plans, strategies and forecasts — in whatever form,
transmitted by cycleWASH (the “Transmitter”) and received by the Recipient,
as well as the fact of entering and engaging in discussions on the Project. The 3D
models disclosed through this viewer are Proprietary Information in their entirety.
2.1 For the duration of this Agreement as set out in clause 8 the Recipient agrees to:
(a) hold in strict confidence any and all Proprietary Information and not disclose it to
any third party; (b) use Proprietary Information exclusively for the Project;
(c) not, without the prior written permission of the Transmitter, use Proprietary
Information for any purpose other than to work co-operatively with the Transmitter to
develop the Project; (d) not analyse Proprietary Information to determine its chemical
composition or physical properties; (e) not file any patent, utility model, design
application or other intellectual property registration based upon or disclosing any
Proprietary Information; (f) not make samples or prototypes available to any third party.
2.2 The Recipient shall exceptionally be permitted to provide Proprietary
Information to one or more of its Affiliates where absolutely necessary for accomplishing
the Project, provided each such Affiliate is first required to abide by the same
obligations. “Affiliate” means a company in which a party or its holding
company directly or indirectly owns an interest of at least 50%.
2.3 Without limiting clause 2.1, the Recipient shall not capture, photograph,
screen-record, screenshot, export, download, reconstruct or otherwise reproduce the
disclosed 3D models or any part of them, and shall not circumvent the technical access
controls applied to them. Each viewing session is individually attributed to the
Recipient and recorded.
3. The obligations of confidentiality, non-disclosure and non-use shall not
apply to information which: is approved for release by written authorisation of the
Transmitter; is known to the Recipient prior to disclosure; is or becomes known to the
public without a breach of this Agreement; is developed by the Recipient independently
of Proprietary Information received; or is disclosed under operation of law,
governmental regulation or court order. If required by the Transmitter, the Recipient
has to prove the above by competent legal evidence.
4. The Recipient undertakes to protect the Proprietary Information by exercising
the same degree of care as it uses to preserve its own Proprietary Information of a like
nature. Such care shall include the following minimum safeguards: only those employees
who need to receive the Proprietary Information in order to carry out the Project shall
have access to it, and such access shall be limited to only so much as is necessary for
the particular employee to perform their function.
5. The Recipient shall, upon written request of the Transmitter, promptly return
or destroy all Proprietary Information (including all copies thereof), but at the latest
after the end of the Project without request.
6. The Proprietary Information remains the property of the Transmitter. Nothing
in this Agreement shall be construed — either expressly or by implication — as
granting or conferring to the Recipient any rights, including but not limited to patent
rights or licences, with respect to the Proprietary Information. Neither Party makes any
representation or warranty as to the completeness or accuracy of the Proprietary
Information, and neither Party shall have any liability for the other's use of it.
7. Nothing in this Agreement shall constitute or be construed to be a limitation
or restriction upon either Party's use or disclosure of its own Proprietary Information.
8. This Agreement becomes effective on the date of acceptance and shall expire
ten (10) years after the end of the Project.
9. This Agreement shall be construed under the laws of the Federal Republic of
Germany, excluding the conflict of laws regulations and the UN Convention on Contracts
for the International Sale of Goods (CISG).
10. Exclusive place of jurisdiction for all disputes arising in connection with
this Agreement shall be the local court of Cologne, Germany.
11. This Agreement shall be binding upon the Parties, their successors and
assignees. Neither Party may assign this Agreement or any Confidential Information
received from the other Party without the express prior written consent of the other.
For and on behalf of cycleWASH: Sachin Kumar,
CW Cleaning Solutions GmbH. The Recipient executes this Agreement by entering their
full name below and confirming acceptance; the name, organisation, email address,
IP address and timestamp are recorded as evidence of execution.
