Non Disclosure Agreement
Date: September 15, 2016
TAKING INTO ACCOUNT THAT:
- buyer is interested in a web shop offered by seller on the website https://www.ecquisition.com/ ;
- parties wishing to exchange certain information in the context of a possible acquisition of the e-commerce website;
- the parties wish to record their mutual obligations regarding confidential information through this confidentiality statement;
UNDERLIKE IT STATES THE FOLLOWING TO HAVE AGREED:
Article 1. obligation of confidentiality
1.1. The receiving party will treat all confidential information (hereinafter "Confidential Information") that it receives from the providing party as strictly confidential and will only be used in the context of a possible acquisition of the e-commerce website (hereinafter: the Target). This duty of strict confidentiality applies for the term of this confidentiality agreement plus a period of 2 years thereafter.
1.2. Confidential Information means all information that is shared for the benefit of the Target. Information that is marked as confidential or of which the confidential nature is reported within 30 days of the provision is at least counted below.
1.3. The Confidential Information may include information and data concerning business operations, marketing, research, development, inventions, know-how, specifications of products or services, business relations, customers or suppliers, regardless of the form in which it is recorded or offered (ie including e -mail, digital files, paper files and verbal announcements).
1.4. The receiving party will ensure that Confidential Information receives the same level of protection against unauthorized access or use as its own confidential information, but at least a reasonable level of protection.
1.5. At the first request of the providing party as well as immediately after this confidentiality agreement, the receiving party will destroy or delete all Confidential Information in its possession and report that this has happened.
Article 2. AUTHORIZED BENEFITS
2.1. Confidential Information may only be provided to employees of parties who have a demonstrable need to view the Target.
2.2. If the receiving party is an intermediary who mediates on behalf of the buyer, then, contrary to the previous paragraph, the receiving party is permitted to provide the Confidential Information to the buyer insofar as this is necessary in view of the Purpose. The receiving party shall in any case ensure that the buyer accepts the same obligations in writing as laid down in this confidentiality declaration.
2.3. Other provisions of Confidential Information require separate prior written permission from the providing party.
2.4. All parties that receive Confidential Information must commit themselves in writing to strictly confidential treatment.
2.5. If the receiving party receives an order to issue Confidential Information by a competent authority, it is entitled to do so. However, the receiving party is obliged to inform the providing party about the order as soon as possible, unless the order or the law expressly forbids this. If the supplying party takes measures (such as summary proceedings) against the order, the receiving party will wait until the measures are decided, insofar as this is possible within the law.
Article 3. LIMITATION ON CONFIDENTIALITY
3.1. The duty to treat certain information confidentially will lapse if the receiving party can prove that this information:
a. is available from public sources, such as newspapers, patent databases, freely available software (such as open source) or publicly accessible websites or services (such as Facebook or LinkedIn);
b. was already in the possession of the receiving party before the date of delivery;
c. obtainable from a third party without this third party violating any secrecy clause towards the issuing party by this provision;
d. independently and without the use of information from the supplying party developed by the receiving party; or
e. can be derived from products freely available on the market without any special effort.
3.2. However, information does not lose its confidential character only because individual aspects of it are available as referred to in the previous paragraph.
Article 4. NO WARRANTIES
4.1. All Confidential Information is provided without any claim to accuracy or guarantees of any kind whatsoever.
Article 5. LIABILITY AND FUNERAL PAYMENT
5.1. The receiving party is fully liable for any damage that the providing party suffers as a result of a violation of the confidentiality obligation of Confidential Information.
5.2. If the receiving party violates the duty of confidentiality, an immediately due and payable fine of EUR 2,500 per case of violation is due without summons or notice of default. If the actual damage exceeds the amount of the fine, the issuing party can also choose to claim full compensation. The providing party is at all times obliged to provide convincing evidence of a violation by the receiving party.
Article 6. OTHER PROVISIONS
6.1. This confidentiality agreement is entered into on the first page of this confidentiality statement and has a term of one (1) year from that date. Intermediate cancellation is only possible with the consent of both parties.
6.2. This confidentiality statement replaces all earlier agreements between the parties.
6.3. Dutch law applies to this confidentiality statement. All disputes that may arise as a result of this confidentiality declaration will be submitted to the competent Dutch court for the district where the party offering the web shop is located.
6.4. In the event that any provision of this confidentiality statement turns out to be in violation of imperative law or for any other reason, it will not affect the validity of the entire confidentiality agreement. In that case, the parties will determine (a) new provision (s) to replace them, whereby the intention of the original provision is given shape as far as legally possible.
6.5. This confidentiality statement and all related information exchange will not be seen as a commitment or obligation for one of the parties to enter into any further agreement with the other party.
The parties declare that they are familiar with the content of the confidentiality agreement by signing the confidentiality declaration and that they are fully bound by it.