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NON-DISCLOSURE AGREEMENT

This Agreement is entered into effective as of 29th of April 2011 between the following parties: ELEKTRON MUSIC MACHINES MAV AB (the Owner), a company incorporated under the laws of Sweden under national registration number 556713-8093, with its head office located at Sockerbruket 9, 414 51 Gothenburg, SWEDEN; and ________________________ __________________________(the Recipient) with email address___________________________________________________ and social security number ____________________________________________ The Parties hereto agree as follows: 1. 1.1 INTRODUCTION The Parties have determined to establish terms governing the use and protection of certain information one Party ("Owner") may disclose to the other Party ("Recipient"). The information concerns Octatrack OS 1.00 and all aspects of this piece of software. DEFINITION "Confidential Information" means information of an Owner which relates to the purpose and subject matter identified in 1.1, including hardware components, computer programs, business and technical information, and data, or which, although not related to such purpose or subject matter, is nevertheless disclosed hereunder, and which, in any case, is disclosed by an Owner or an affiliate to Recipient in document or other tangible form bearing an appropriate legend indicating its confidential or proprietary nature, or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary hereof, also marked with such a legend, is provided to Recipient within fifteen (15) days of the initial disclosure. DURATION OF THE AGREEMENT This Agreement shall enter into force when undersigned by both Parties. All obligations hereunder, including without limitation any and all obligations regarding the use and disclosure of Confidential Information, shall continue for a period of ten (10) years from the disclosure of the affected Confidential Information.

2. 2.1 2.1.1 2.1.2

3. 3.1 3.2

4. 4.1

USE OF CONFIDENTIAL INFORMATION Recipient may use Confidential Information of Owner only for the purpose of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. Recipient may disclose Confidential Information received hereunder only for the purpose described in 1.1 and only to its employees and consultants, and its affiliates employees and consultants, who have a need to know for such purpose and who are bound by signed, written agreements to protect the received Confidential Information from unauthorised use and disclosure. The term "affiliate" means any person or entity controlling, controlled by, or under common control with a Party. EXCEPTIONS The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: is in the possession or control of Recipient at the time of its disclosure hereunder; is, or becomes publicly known, through no wrongful act of Recipient; is received by Recipient from a third party free to disclose it without obligation to Owner; or is independently developed by Recipient without reference to Confidential Information. In the event Recipient is required by law, regulation or court order to disclose any of Owners Confidential Information, Recipient will notify Owner in writing prior to making any such disclosure in order to facilitate Owner seeking a protective order or other appropriate remedy from the appropriate body. Recipient further agrees that if Owner is not successful in precluding the requesting legal body from reviewing the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information. DISCLOSURE OF RELATIONSHIP Each Party agrees that it will not, without the prior written consent of the other, issue any press release or announcement or otherwise disclose the nature of this Agreement and/or the proposed relationship. PROPERTY RIGHTS Confidential Information disclosed under this Agreement shall be and remain the property of the Owner. All Confidential Information in tangible form shall be returned to Owner promptly upon written request and shall not thereafter be retained in any form by Recipient. No licenses or rights under any patent, copyright, trade secret, trademark, or other property right are granted or are to be implied by this Agreement.

4.2 4.2.1 4.2.2

5. 5.1 5.1.1 5.1.2 5.1.3 5.1.4 5.2

6. 6.1

7. 7.1 7.2 7.3

8. 8.1

LIABILITY Owner shall not have any liability or responsibility for errors or omissions in, or any business decisions made by Recipient in reliance on, any Confidential Information disclosed under this Agreement. Recipient assumes all risk, known or unknown, incident to its use of Confidential Information, and Owner shall have no liability of any kind to Recipient or any third party arising out of such use. Recipient disclaims all warranties including without limitation, the warranties of merchantability, fitness for a particular purpose, and warranties of non-infringement of the rights of third parties (including without limitation, rights under patent, copyright, trade secret, or other intellectual property rights). Recipient accepts the confidential information in "as-is" condition. Recipient shall indemnify Owner against all losses and expenses incurred by Owner, including without limitation attorney's fees, which result from the breach of any part of this Agreement by Recipient. Recipient certifies that no Confidential Information will be exported to any country in violation of any countrys export administration regulations or similar provisions. ENTIRE AGREEMENT This Agreement is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior such agreements with respect to further disclosures on such subject matter. AMENDMENTS No amendment, modification or alteration to this Agreement shall be effective unless stated in writing and signed by the Owner. NOTICES Any notice or other communication required or given under this Agreement shall be sent to the Parties at their respective addresses mentioned in this Agreement or such other address or fax number as a Party may from time to time designate by written notice to the other. GOVERNING LAW AND DISPUTES This Agreement shall be governed by, and construed in accordance with Swedish law and when applicable in accordance with EEC Competition Rules. All disputes, claims, controversies and differences arising out of or relation to this Agreement, or the termination, breach or invalidity thereof, shall be finally settled through arbitration under the Swedish Arbitration Act (1999:116). The arbitral tribunal shall be composed of a sole arbitrator appointed by the chief judge at the district court of Gteborg, Sweden. The arbitration proceedings shall take place in Gteborg, Sweden. The language of the proceedings, documentation and the award will be in English. The Arbitral Tribunal must render its final Award within six (6) months from the date the chief judge at the district court of Gteborg receives an application of arbitration by a Party.

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9. 9.1

10. 10.1

11. 11.1

12. 12.1 12.2

13. 13.1

SEVERABILITY If due to the change in any applicable law or due to the decision or other act (including failure to act) by any competent authority one or more provisions of this Agreement can no longer be enforced or an amendment of one or more of the provisions of this Agreement is required, the Parties agree that they shall endeavour to find an alternate solutions approaching as near as possible to contractual situation existing prior to such a change, decision or act. If any provisions of this Agreement are determined to be invalid or unenforceable, the remaining provisions shall not be effected thereby, and the invalid or unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein. ***

13.2

This Agreement consists of four (4) pages, Exhibits not counted, and has been executed in duplicate, each Party taking one copy.

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.. Jonas Hillman CEO, Elektron Music Machines

..

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