Confidentiality

Version dated 26/11/2019

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This confidentiality agreement (the "Confidentiality Agreement") is applicable to the Agreement between the Company and the Client and forms an integral part of the Agreement.
The parties agree as follows:

1

Confidential Information

1.1

"Confidential Information" means, with respect to a party (the "disclosing party"), any technical, financial or commercial information of any kind whatsoever, including, where applicable, data (relating to costs and prices), compilations, specifications, strategies (including operational and financial), projections, technical processes, research, formulas, concepts, designs, models, products, patent preparation material, business models, plans (for products, sales and internal organization), computer programs and all their tangible and intangible achievements of any kind, in each case disclosed by the disclosing party to the other party (the "receiving party") or obtained by the receiving party by observation or examination, only to the extent that such information must reasonably be considered confidential by the receiving party. Confidential information marked as "confidential", "secret" or a similar mention must be considered Confidential Information.

1.2

The receiving party acknowledges that the Confidential Information concerning the disclosing party:

  • must be considered a trade secret and is therefore protected against any unlawful acquisition, use and disclosure;
  • may include material in respect of which the disclosing party is the owner or holder of the intellectual property rights (including trademark rights, computer program rights, copyright and rights related to the production of databases) and which is therefore protected against unauthorised acquisition, use and disclosure.

2

Use and disclosure

2.1

The receiving Party may not use any Confidential Information of the disclosing Party except in the context or in connection with the Agreement and strictly for the purpose of achieving the objectives set out in the Agreement.

2.2

The receiving party may only disclose Confidential Information to its representatives only if they have a strict need to receive such Confidential Information and only if they are bound by written obligations of confidentiality no less stringent than those contained in this Confidentiality Agreement, are bound by legal obligations of confidentiality or are subject to professional secrecy.

2.3

Notwithstanding, the receiving Party may disclose Confidential Information to the extent required by applicable law, provided that the receiving Party provides the disclosing Party, to the extent permitted by applicable law, with at least ten (10) days' written notice to object to such disclosure or to request confidential treatment of the Confidential Information concerned (including a request that specific measures be taken to protect the confidentiality of any trade secrets in the context of legal proceedings).

3

Scope

3.1

The Confidentiality Agreement covers any Confidential Information disclosed between the parties from the date the Confidentiality Agreement comes into effect until the end of the Confidentiality Agreement.

3.2

The confidentiality and non-disclosure obligations of the receiving party contained in the Confidentiality Agreement do not apply to certain Confidential Information if the receiving party can establish that such Confidential Information:

  • has been made public through no fault of the receiving party;
  • has otherwise been independently known or developed by the receiving party (and without the use of the disclosing party's Confidential Information).

4

Reserves

4.1

The Confidentiality Agreement may not be construed as granting the receiving party a license to use or other intellectual property rights on any Confidential Information. The receiving party must refrain from reproducing or distributing elements protected by intellectual property rights and from removing or adapting any references to associated intellectual property rights.

4.2

All Confidential Information is provided on an "as is" basis. Each party disclaims any warranty regarding the accuracy of its Confidential Information, including any warranty of adequacy with respect to the needs or expectations of the other party. Neither party is under any obligation to update its Confidential Information.

4.3

The receiving party is responsible for assessing whether the disclosing party's information must be considered as Confidential Information.

5

Undertakings

5.1

Each party undertakes to:

  • process the Confidential Information of the other party with at least the same care as it takes when processing its own Confidential Information;
  • ensure that Confidential Information received from the other party is at all times subject to reasonable provisions, having regard to the circumstances, to keep it confidential.

6

Comments

6.1

The receiving party may from time to time provide suggestions or other comments (the "Comments") to the disclosing party with respect to the Confidential Information provided by the disclosing party. The Comments, even if designated as confidential by the party disclosing the Comments, do not create, in the absence of a separate written agreement, any obligation of confidentiality for the party receiving the Comments.

7

Entry into force and end

7.1

The Confidentiality Agreement enters into force on the date of entry into force of the Agreement and remains in force until the end date of the Agreement.

7.2

The receiving party remains bound by the confidentiality and non-disclosure obligations with respect to Confidential Information as set forth in this Confidentiality Agreement as long as the Confidential Information remains confidential to the disclosing party and for a minimum period of seven (7) years after the end of the Confidentiality Agreement.

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