CONFIDENTIALITY AGREEMENT
Limited Liability Company "C.A", represented by the General Director P.Y.T..., acting on the basis of the Charter, on the one hand, and the Joint-Stock Company M.T", represented by the General Director of G.E.S., acting on the basis of the Charter, on the other hand, hereinafter referred to as the "Parties", and separately also as the "Party", have concluded this confidentiality agreement (hereinafter referred to as the Agreement) on the following:
1. SUBJECT OF THE AGREEMENT
1.1. The Agreement regulates the relations between the Parties regarding the transfer, use, storage and fulfillment of obligations not to disclose confidential information by the Parties to third parties. Disclosure (disclosure) of confidential information to third parties is understood as any action or omission by a Party, as a result of which third parties have become familiar in any form with information constituting confidential information.
1.2. Within the framework of the Agreement, confidential information is understood to mean information related to personal data or information in respect of which the Party to the Agreement has established a trade secret regime, as well as any information belonging to, created by, or in possession of the disclosing Party that the disclosing Party wishes to protect as confidential from disclosure or improper competing use. In particular, but not limited to, confidential information includes:
- any information about the Parties' infrastructure, information about the progress of the Parties' projects and their participants, commercial and technical information about the projects;
- information constituting the production secret (know-how) of each Party to the Agreement, including information on the results of intellectual activity, on ways of carrying out professional activities, on the products and equipment of each Party to the Agreement and its cost, on the compositions of equipment and chemical reagents (their formulas), financial issues, sales plans, marketing strategy and activities, business opportunities, transactions, clients, staff, technologies used;
- information about products and materials that were prepared by the Parties to the Agreement during the implementation of joint projects, including prepared documents and their drafts;
- information about the content of business negotiations, discussions or consultations of the Parties to the Agreement;
- other information in writing or in any other material form, if such information is explicitly designated as "Confidential Information", "Confidential", "Trade Secret", "Information for official use" or has a similar designation (hereinafter referred to as Confidential Information).
1.3. Information that cannot be considered Confidential may not include:
- cannot be classified as Confidential information;
- is or becomes generally known for reasons unrelated to the violation of the provisions of the Agreement by the Party who received the information. Information known to a limited number of people is not generally known.;
- legally obtained by the receiving Party from a third party without limitation and without violation of the Agreement.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. The Parties undertake to use Confidential Information that has become known within the framework of cooperation 1 solely for the purpose of evaluating the possibility of business cooperation, implementing joint projects, as well as concluding and executing contracts concluded between the Parties.
2.2. The Party that has received Confidential Information undertakes to take measures to protect it, similar to those that it would take to protect its own Confidential Information of the same degree of importance.
2.3. The Parties undertake to take all necessary measures to keep Confidential Information confidential, including:
– appoint employees responsible for the development and practical implementation of measures to ensure the confidentiality of information;
– provide access to Confidential Information of those employees who are directly involved in joint projects of the Parties;
– to allow the production of copies, extracts or other documents made using Confidential Information only to the extent reasonably necessary to achieve the purpose of providing Confidential Information, as well as to ensure reliable records of all copies (extracts, other documents) and the places where they are contained.
– To ensure compliance with the provisions of this Agreement by affiliated and interdependent persons directly involved by the Parties in the implementation of joint projects.
2.4. Upon the written request of the disclosing Party, the receiving Party is obliged, if the carriers of Confidential Information are:
- the property of the receiving Party – to remove this Confidential Information from such media to the point of impossibility of recovery; the property of the disclosing Party – to return to the disclosing Party all such media. This obligation must be fulfilled within the time period specified in the request, and in the absence of such a period specified in the request, within no more than 10 calendar days from the date of its receipt. The receiving Party is obliged to immediately inform the disclosing Party of the fulfillment of its obligations under this paragraph.
2.5. When providing Confidential Information on a tangible medium, the Parties draw up and sign a corresponding document in any form, which records the fact of the transfer and receipt of Confidential Information. Information presented in electronic and digital form must be transmitted in a way that excludes the possibility of access to it by third parties.
2.7. "C" LLP.A" it is prohibited during the implementation of the Agreement, without the consent of the JSC used by the latter, to open containers containing them; JSC "M.T" has the right to refuse to transfer a prototype of chemical compounds for experimental work and any other tests without its participation. The Parties have agreed on the following persons responsible for receiving and transmitting Confidential Information under the Agreement:
- from JSC "M.T" - G.E.S.. from "C.A" LLP
- Yaroslav Timofeevich Popov, the responsible persons specified in this paragraph are changed by sending an appropriate notification from the above-mentioned email addresses.
2.9. persons. The Parties are not entitled to transfer their rights and obligations under the Agreement to third parties.
3. RESPONSIBILITY OF THE PARTIES
3.1. The Party who has received Confidential Information is obliged to compensate the other Party for losses caused by disclosure or misuse of Confidential Information.
3.2. Any disputes arising in connection with the Agreement are resolved by the Parties through 2 negotiations. If an agreement is not reached through negotiations, the dispute is subject to transfer to the Arbitration Court at the location of the plaintiff.
4. TERMS OF INFORMATION DISCLOSURE
4.1. The transfer of Confidential Information to third parties is allowed only with the prior written consent of the disclosing Party (the owner or the legal owner of the Confidential Information) and subject to the conclusion of a confidentiality agreement with the third party with the scope of protection not less than stipulated by the Agreement. The burden of proving that such information can be disclosed, since it does not fall under the definition of Confidential Information, lies with the receiving Party.
4.2. It is not a violation of confidentiality to provide Confidential Information at the legitimate request of law enforcement and other authorized government agencies and officials in cases and in accordance with the procedure provided for by applicable law. At the same time, the Party that has received such a request provides only that part of the Confidential Information that is directly required by law or government authority.
4.3. Prior to the provision of Confidential Information requiring disclosure in accordance with clause 4.2 of the Agreement, the Party to whom the request for disclosure of Confidential Information of the other Party has been received shall notify the disclosing Party in writing of the request, its content and the authority from which the request was received, no later than three working days from the date of its receipt.
4.4. The Disclosing Party guarantees that it has taken all necessary actions to ensure respect for the rights of persons whose personal data it has transferred or may transfer to the receiving Party under the Agreement, including notifying these persons about the processing of their personal data, about the purposes and grounds for data processing, as well as about the intended users of the data and obtained their consent for such processing. The disclosing party guarantees that it has the right to transfer personal data to the receiving Party and that the latter has the right to process the personal data received. The disclosing Party will reimburse the receiving Party for all losses incurred in connection with the failure of the disclosing Party to fulfill the obligations provided for in this paragraph.
5. SPECIAL CONDITIONS
5.1. The Agreement comes into force from the date of its conclusion and is valid until its termination.
5.2. The Agreement may be terminated:
5.2.1. by agreement of the Parties; 5.2.2. unilaterally with notification to the other Party no later than 30 (thirty) calendar days prior to the termination date.
5.3. The obligations of the Parties not to disclose Confidential Information are maintained for three (3) years. years from the date of termination of the Agreement, unless otherwise agreed by the Parties. With respect to information constituting a trade secret, non-disclosure obligations are valid for the entire duration of such a regime imposed by the disclosing Party.
5.4. All verbal reservations under the Agreement are invalid. The Agreement may be amended or supplemented only in writing and signed by authorized responsible persons of both Parties. In everything else that is not provided for by the Agreement, the terms of the contracts concluded separately between the Parties will be mandatory.
5.5. If any provision of the Agreement turns out to be invalid, this does not affect the validity of the other provisions. The invalid provision must be amended in accordance with the established procedure in accordance with clause 5.4 of the Agreement. 5.6. The Agreement is drawn up in two copies having equal legal force, one for each of the Parties.
6. ADDRESSES AND DETAILS OF THE PARTIES
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