MUTUAL NON-DISCLOSURE AGREEMENT
DATE: This agreement is entered into on the date when the Company submitted it’s application to the Zoo Project.
(1) TradeDoubler Ltd, St James House, 13 Kensington Square, London W8 5HD
(2) The “Company” as stated in the application to the Zoo Project.
The parties have agreed to disclose certain technical, commercial and other information on a confidential basis in connection with their relationship in connection with the Zoo Project (the “Relationship”). This agreement sets out the terms under which the parties are prepared to make available to the other party any such information.
1. Each of the parties (the “Recipient”) understands and acknowledges that, whether by virtue of and in the proper course of the Relationship or otherwise, and whether prior to or following the effective date of this Agreement, it will receive or become aware of (or has received or become aware of) Confidential Information (as defined in Section 2 below) relating to the other party (the “Discloser”) or its Associated Companies (as defined in Section 13 below).
2. For the purpose of this Agreement, the expression “Confidential Information” shall:
- mean and include without limitation, inventions, discoveries, computer software, trade secrets, information and data relating to existing or potential customers or clients, technical and business information relating to the Discloser’s or its Associated Companies’ products or services, research and development, production, manufacturing and engineering processes, marketing and sales information, business plans or dealings, financial information or plans, including any document marked “Confidential”, or information or materials which the Recipient has been informed is confidential or which the Recipient might reasonably expect Discloser would regard as confidential, in each case whether in written, documentary, graphic, oral, electronic, computer readable or any other form whatsoever, whether made available to the Recipient before or after the date of this Agreement, regardless of the manner in which it is made available;
- not include any such Confidential Information which becomes generally available to the public (other than as a result of disclosure to or by the Recipient); or becomes available to the Recipient on a non confidential basis from a source which, to the Recipient’s knowledge, is not bound by a confidentiality Agreement with TradeDoubler.
3. In consideration of the Relationship and of the disclosure by the Discloser to Recipient of Confidential Information, the Recipient undertakes to maintain the confidentiality of Confidential Information of the Discloser at all times and to keep all Confidential Information of the Discloser secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during or after termination of the Relationship, directly or indirectly, to use, disclose, exploit, copy or modify any Confidential Information of the Discloser, or authorise or permit any third party to do the same, except solely as permitted or required in the proper course of the Relationship. The Recipient understands that it may disclose Confidential Information of the Discloser to those of its officers, employees, agents and contractors to whom, and to the extent, such disclosure is strictly necessary in connection with the Recipient’s performance of or participation in the Relationship, but shall ensure that such persons are made aware of and agree to observe the terms of this Agreement. For the avoidance of doubt, nothing in this Agreement shall have the effect of transferring to or vesting in the Recipient any intellectual property right or any other right, title and/or interest in or to any Confidential Information of the Discloser.
4. The Recipient shall immediately notify the Discloser in writing of any breach or threatened breach of Section 2 of which it becomes aware, and shall offer the Discloser all reasonable assistance and co-operation in regaining possession and control of the Discloser’s Confidential Information and preventing further unauthorised use of the same.
5. Upon the earlier of receipt of a written request from the Discloser, or the termination or discontinuation of the Relationship for any reason, the Recipient shall return to the Discloser all Confidential Information of the Discloser then in its possession, custody or control and shall not retain any copies of the same.
6. The Recipient may disclose Confidential Information of the Discloser which is required to be disclosed by the Recipient by applicable law, regulation, order of a competent authority, applicable rules of a regulated market, or as reasonably required to be disclosed to a professional adviser of the Recipient, provided that, to the extent practicable in the circumstances, the Recipient in each case provides the Discloser with reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same, and provided also that any professional adviser to whom Confidential Information of the Discloser is disclosed by the Recipient is bound by obligations of confidentiality of at least as high a standard as those imposed on the Recipient under this Agreement.
7. The parties’ discussions and negotiations (both prior to and following the effective date of this Agreement), and the existence and terms of this Mutual Agreement, are confidential and, save as required by law, regulation or order of a competent authority, may not be disclosed by either party to any third party without the other party’s prior written consent.
8. This Agreement shall be effective and binding on the parties from the date of execution by both parties and shall remain in effect until terminated by either party. The obligations in and terms of this Agreement shall survive the termination of the Relationship for any reason and shall continue for a period of two years.
9. Each party agrees to indemnify and hold harmless the other party from and against all losses, damages, claims, liabilities and expenses (including legal expenses) which the indemnified party may incur or suffer as a result, directly or indirectly, of any breach of this Agreement by the indemnifying party, its employees, agents or contractors.
10. Each of the parties acknowledges and agrees that a breach by that party, or its officers, employees, agents or contractors, of any of the terms of this Agreement may result in irreparable and continuing damage to the other party for which there will or may be no adequate remedy at law, and that in the event of such breach or threatened breach, the other party shall be entitled to apply for injunctive relief and/or such other and further equitable relief as may be appropriate.
11. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining parts, which shall remain in full force and effect.
12. Neither party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the other party.
13. “Associated Companies” means entities or persons that, directly or indirectly, own or control or are owned or controlled by or are in common ownership with a party.
14. This Agreement shall be governed by the substantive law of Sweden and both parties submit to the exclusive jurisdiction of the courts of Sweden.