NON DISCLOSURE AGREEMENT
Entered into by and between
International World Wide Consulting Ag (“Company”), with registered office in Lugano (CH) 6900 Via Emilio Bossi n. 1, VAT number/ fiscal code : CH411199095, in person of the legal representative Mr. Marco Rufa owner of the B2B e-commerce Platform called “Open Mould” (“Platform”)
- hereinafter called Disclosing Party -
The Registered Users and Business Users
- hereinafter called Receiving Party-
- Disclosing Party is in possession of confidential information
(hereinafter "Confidential Information" as defined in art. 3);
- these Confidential Information constitute for the Disclosing Party a technical and commercial heritage of
- Receiving Party asked to have access to the Confidential Information in order to use the services offered by the Platform;
- the use of such Confidential Information requires appropriate forms of protection
to ensure that the results wanted are to be achieved, and of their originality and their possible patentability;
- to this end it is necessary to define the specific confidentiality obligations burden on the Receiving Party.
All that given, the Parts,
AGREE AS FOLLOWS
Art. 1 – Introductory statements
1.1. The introductory statement are an integral and substantial part of this Agreement.
Art. 2 - Subject matter
2.1. This Agreement governs the confidentiality obligations to which Receiving Party is bound with respect to Confidential Information, as defined in the following article, of which he will be notice by using the services offered by the Platform concerning the sell and purchase of moulds for plastic materials.
Art. 3 – Confidential information
3.1. "Confidential Information" means all the information acquired by the Receiving Party, in particular the know-how owned by the Disclosing Party, which is not in the public domain, provided that such information is disclosed as confidential by the Revealing Party.
3.2. The Confidential Information may be acquired in any form (oral, written, graphic, demonstrative or model example), without any limitation.
3.3. In no case may be considered Confidential an Information that:
a) are in the public domain at the date of signature of this Agreement or become so as a result of such acquisition by act or conduct not prohibited to the Receiving Party;
b) were known and/or can be shown to have been known by the Receiving Party at the time of their transmission;
c) have been transmitted to the Receiving Party and expressly qualified as non-confidential;
d) have been developed independently by the Receiving Party without using the Confidential Information.
3.4. The Confidential Information communicated to the Receiving Party by consultants, collaborators, employees, agents or representatives of the Disclosing Party is also subject to this Agreement.
Art. 4 - Obligations of Receiving Party .
4.1. Receiving Party undertakes to maintain absolute confidentiality with respect to the Confidential Information acquired by the Disclosing Party and identified as confidential under this Agreement or any other subsequent documents.
4.2. In particular, Receiving Party commits itself to abide the following requirements:
a) consider strictly confidential and, therefore, not to disclose and/or in any case not to disclose to third parties the Confidential Information, meant for third parties all subjects other than those indicated in art. 3.4;
b) take all necessary and appropriate precautions and security measures, in accordance with the best professional standards, in order to keep the Information confidential, as well as to prevent unauthorized access, theft and manipulation of the Information;
c) strictly observe current legislation on privacy and protection of personal data (Legislative Decree 196/03 and EU Reg. 679/2016 “GDPR”).
4.3. Receiving Party may not also use, transfer, reproduce, copy any part of such confidential information in any form transmitted, without the specific written consent of the Disclosing Party
4.4. Receiving Party shall retain the right to present the results of transactions executed through the Platform, always in compliance with the confidentiality obligations to which it is bound.
Art. 5 - Intellectual property
5.1. The Confidential Information provided by Disclosing Parties to Receiving Parties remains the property of Disclosing Parties
and will be granted to Receiving Party for the sole purposes indicated in the previous art.2.
5.2. Receiving Party declares to have the property, or in any case the availability, of the intellectual property rights relating to the contents sent by the same to the Company for the use of the services offered by the Platform (e.g. drawings, specifications, technical, mathematical, photographic material, text or other contents). Receiving Party guarantees that such content does not conflict with any applicable statutory provisions and that it does not in any way affect any exclusive rights of third parties and has not been disclosed to them. Receiving Party undertakes to keep the Company harmless from any action brought by third parties against the same, in any way related to the content of the materials provided by the Receiving Party in relation to the use of the Platform.
5.3. Receiving Party also guarantees that all its employees, collaborators, consultants who have had access to any of the information referred to in point 5.2. are required to respect confidentiality obligations.
5.4. Under no circumstances shall Receiving Party advance any right or claim with respect to Confidential Information.
5.5. Under no circumstances does this Agreement offer and/or grant to Receiving Party any right or concession of license or other right of use of any present and future patent, trademarks, models or other intellectual or industrial property rights with respect to Confidential Information.
Art. 6- Obligation of Non-Disclosure
6.1. Receiving Party may not also use, transfer, reproduce, copy any part of the Confidential Information in any form transmitted without the specific written consent of the Disclosing Party.
6.2. Upon expiry of this Agreement and/or upon termination of this Agreement, the Receiving Party undertakes to return to the Disclosing Party the originals and all copies of the documents, created in any medium, that contain or relate to Confidential Information under this Agreement.
6.3. Receiving Party also undertakes to cancel or destroy any registration concerning the Confidential Information.
Art. 7 - Termination
7.1. This Confidentiality Agreement shall be valid for a period of 5 years from the date of its subscription.
Art. 8 - Exclusivity clause
8.1. The Parties undertake, throughout the duration of this Agreement, not to engage in similar negotiations with any third party, concerning the rights of exploitation relating to the services offered by the Platform subject to this Agreement.
Art. 9 - Contract transfer prohibition
9.1. The Parties shall not assign this Agreement or any of the rights or obligations arising therefrom without the prior written consent of both parties.
Art. 10 - Amendment
10.1. Any amendment to this Agreement shall be made in writing and undersigned by both Parties.
Art. 11 – Applicable law and jurisdiction
11.1. This Agreement is governed by Italian law.
11.2. For any dispute arising from or related to this contract, the parties must submit the dispute to the Chamber of Arbitration of Piemonte. If the dispute has not been settled in this forum within 45 days of the proposal or within the different period agreed in writing, the parties may refer the matter to the Court of Torino.