In order to protect certain confidential information which may be disclosed between them, Aerofoundry SA (hereinafter “Aerofoundry”) of the one part and ___(name)___ (hereinafter “____(short)___”) a corporation incorporated and duly registered under the __(country)___ laws of the other part, wish to discuss a possible business relationship with each other, and in connection with the same each of the parties has been, and/or will be, provided with, and/or has access to certain confidential information of the other party. With respect to any and all information disclosed by either party ("Discloser") to the other party ("Receiver" or “Recipient”), the parties wish to ensure due protection of such information and therefore agree to the following terms and conditions to cover disclosure of the Confidential Information described below:
Effective Date: The Effective Date of this Agreement is ___(date)____
Description of the Confidential Information: For purposes hereof, "Confidential Information" shall mean all information regarding the activities and business of Discloser, its parent companies, subsidiaries and/or affiliated companies, all whether in oral, written, graphic, or machine-readable form, or in any other form, including, without limitation, concepts, techniques, processes, methods, systems, designs, drawings, photographs, models, prototypes, computer programs, research materials, formulas, development or experimental work, work in progress, mask work, inventions, cost data, marketing plans, product plans, business strategies, financial information, forecasts, personnel information and customer or supplier lists, inventions, discoveries, models and/or trade and business secrets, sales, financial, contractual and marketing information etc, which have been heretofore or may hereafter be transmitted, in any form or medium or otherwise disclosed to Recipient by the Discloser.
The Confidential Information includes, inter-alia, intellectual property owned by the Discloser, including, but not limited to, technical documentation, software, patent applications, patent disclosures, trade secrets, prototypes, samples, research materials, data, reports, notes, or interpretations ("Intellectual Property").
Use of Confidential Information: The Recipient shall make use of the Confidential Information only for the purpose of facilitating discussions and negotiations between both parties hereto in order to evaluate the possibility for the Recipient to purchase Aerofoundry unmanned systems and integrated sensor payload or hire services, as support, maintenance, training and/or systems operations and, in the event the parties enter into an agreement, for fulfilling their respective undertakings related and/or connected to such acquisition (the “Permitted Purpose”).
No license granted; Return of Confidential Information: The disclosure to Recipient of Confidential Information or its use hereunder by Recipient shall not be construed in any way to grant Recipient any right or license with respect to Confidential Information other than the right to use Confidential Information strictly in accordance with the terms of this Agreement for the Permitted Purpose. The Confidential Information and all right, title and interest therein will remain at all times the exclusive property of Discloser its parent companies, subsidiaries and/or affiliates. Nothing hereunder may be construed as granting to Receiver any right, warranty or license by implication or otherwise under any patent, copyright, know-how or design rights, or other form of protection of industrial or intellectual property, or as creating any obligation on the part of Discloser to enter into any business relationship whatsoever or to offer for sale any service or product.
Upon Discloser's first demand, Receiver shall return to Discloser all Confidential Information, including all records, products and samples received, and any copies thereof, as well as any notes, memoranda or other writings or documentation, in any form or medium, which contain, embody or pertain to the Confidential Information or any portion thereof, whether in its possession or under its control, and shall erase all electronic records thereof, an shall so confirm to Discloser in writing.
Restriction on copying: The Recipient shall not reproduce, in any form, the Discloser’s Confidential Information unless the Recipient obtains the Discloser’s written permission prior thereto.
Restriction on disclosure: Except as may be authorized by the Discloser in writing, the Recipient will not disclose Confidential Information to any person who is not a party to this Agreement, limit dissemination of Confidential Information only to its employees having for the Permitted Purpose of this Agreement a “need to know”, have an appropriate written agreement with its employees sufficient to ensure they comply with all of the provisions of this Agreement.
Standard of care: Recipient hereby acknowledges that the Confidential Information is highly confidential, and shall protect the Discloser’s Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as Recipient uses to protect its own Confidential Information of a like nature. To the extent that any portion of the Confidential Information contains proprietary and confidential notices or legends, Receiver shall not remove such notices or legends, and shall produce the same on each and every copy of the Confidential Information produced by it.
Marking: Recipient’s obligations shall only extend to Confidential Information that is described in above, and which either
is marked CONFIDENTIAL at the time of disclosure, or
is disclosed by the Discloser in any other manner and is summarized in a written memorandum delivered to the Recipient within twenty (20) days after the disclosure and is marked CONFIDENTIAL.
Exclusions: This Agreement imposes no obligation upon Recipient with respect to information that Recipient can prove is or becomes a part of the public domain without breach of this Agreement, was in Recipients possession before receipt from Discloser as proven by written record, is received in good faith by Recipient from a third party without a duty of confidentiality, is disclosed by the Discloser to a third party without restrictions similar to those contained herein, or is independently developed by or for the Recipient without use of the Confidential Information as proven by written record.
Court orders: Confidential Information disclosed in response to a valid order of a court or other governmental body to the extent of and for the purpose of such order, does not represent breach of this Agreement; provided, however, that the Recipient shall first notify the Discloser of the order and permit the Discloser to seek an appropriate protective order.
Warranties: Each Discloser warrants to the Recipient that it has the right to make the disclosures covered by this Agreement. However, notwithstanding any language to the contrary, the parties are not obligated to disclose any particular information to the other party.
Term of Agreement and survival clause: This Agreement shall become effective as of the Effective date and shall continue in full force and effect for a period of three (3) years from the date of the last disclosure of Confidential Information to Recipient.
No purchase obligation: The Recipient has no obligation under this Agreement to purchase any product or service from the Discloser.
No partnership: The parties do not intend that any agency or partnership relationship be created between them by this Agreement.
Choice of law: This Agreement shall be governed by and construed and interpreted solely in accordance with the laws of the Federal Republic of Brazil. The authorized courts in Curitiba, Brazil shall have exclusive jurisdiction with respect to any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination
Severability: In the event any term of this agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution.
Amendments: No addition or modification to this Agreement shall be effective unless made in writing and signed by both parties.
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