1.1 These Terms of Mutual Non-Disclosure Agreement (“Terms”, “Agreement”) govern the relationship between:
a. Disclosing Party (“Disclosing Party”, which expression shall mean and include its authorized representative(s), associates, affiliate, partners it may be appointing on its behalf or who benefit from this Agreement), and:
b. Recipient Party” (“Recipient Party”, which expression shall mean and include its authorized representative(s), associates, affiliate, partners it may be appointing on its behalf or who benefit from this Agreement).
1.2 The Disclosing Party and the Recipient Party are referred to each as a Party and collectively as the Parties.
1.3 The Parties wish to discuss a product or product idea and its business opportunities. These discussions may require the Parties to disclose Confidential Information to each other and the Parties wish to protect that Confidential Information.
1.4 Disclosing Party means a Party whose Confidential Information is received by the other Party.
1.5 Recipient Party means a Party that receives the other Party’s Confidential Information.
2. Confidential Information
2.1 Confidential Information means any information received by a Party which is identified under this Agreement, including but not limited to, the following:
a. ‘Customer Information’ which includes names of customers of the Parties, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Parties;
b. ‘Intellectual Property’ which includes information relating to the proprietary rights of Parties prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
c. ‘Marketing and Development Information’ which includes marketing and development plans of the Parties, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Parties which have been or are being discussed;
d. ‘Business Operations’ which includes internal personnel and financial information of the Parties, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Parties, and the manner and methods of conducting the business of the Parties;
e. ‘Product Information’ which includes all specifications for products of the Parties as well as work product resulting from or related to work or projects of the Parties, of any type or form in any stage of actual or anticipated research and development;
f. ‘Production Processes’ which includes processes used in the creation, production and manufacturing of the work product of the Parties, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
g. ‘Service Information’ which includes all data and information relating to the services provided by the Parties, including but not limited to, plans, schedules, manpower, inspection, and training information;
h. ‘Proprietary Computer Code’ which includes all sets of statements, instructions or programs of the Parties, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
i. ‘Computer Technology’ which includes all scientific and technical information or material of the Parties, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
j. ‘Accounting Information’ which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Parties; and
k. Confidential Information will also include any information that has been disclosed by a third party to the Parties and is protected by a non-disclosure agreement entered into between the third party and the Parties.
2.2 Confidential Information will not apply to information that is:
a. available in the public domain
b. already in Recipient Party’s possession without obligation of confidentiality
c. obtained from a third party without obligation of confidentiality
d. independently developed by the Recipient Party
3. Obligations and exceptions to obligations
3.1 The Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient Party.
3.2 The Recipient Party agrees not to use the Confidential Information for its own use or for any other purpose other than to carry out the discussions on business opportunities between the Parties.
3.3 The Recipient Party agrees that it will not reveal to any person, corporation or other entity the fact that discussions and/or meetings have taken place or the existence, or the subject matter of this Agreement, or make any public announcement or public comment in relation to the existence, or the subject matter of this Agreement
3.4 Confidential Information received by the Recipient Party shall be maintained in confidence by the Recipient Party and shall not be disclosed to any third party. Nothing in this Agreement:
a. restricts the right of a Party to develop, procure or market products and/or services which may be competitive with those offered by the other Party so long as there is no unauthorized use of the Confidential Information of the other Party
b. obligates a Party to obtain any products and/or services from the other Party
c. prevents a Party from entering into similar agreements with other companies and/or individuals
4.1 Confidential Information shall remain the sole and exclusive property of the Disclosing Party.
4.2 Nothing in this Agreement, or any disclosure of Confidential Information, grants either Party any license or right to the other Party’s patents, copyrights, trademarks or other intellectual property.
5. Governing Law
5.1 These Terms shall be governed and construed in accordance with the laws of The Netherlands, without regard to its conflict of law provisions.
5.2 In case of failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
This Agreement will be effective as of the date the product or product idea was submitted to the LaunchThis website and will continue for 3 years.
LaunchThis reserves the right, at their sole discretion, to modify or replace this Agreement at any time. If a revision is material LaunchThis will try to provide at least 30 days notice prior to any new Agreement taking effect. What constitutes a material change will be determined at their sole discretion.
Posted: May 15, 2018
Last updated: May 15, 2018