Here below is reproducted the ClearPark non disclosure agreement.
When you access to the ClearPark documents marked as confidential, you must agree with those terms.
IT HAS BEEN AGREED AS FOLLOWS:
Each undersigned party (the “Receiving Party”) to this Mutual Non-Disclosure Agreement
(“Agreement”) understands that the other party (the “Disclosing Party”) has disclosed or may
disclose information relating to the Disclosing Party’s, its affiliates', subsidiaries', agents',
contractors', clients' and/or vendors' (i) business (including, without limitation, names and
expertise of employees, know-how, ideas, and other technical, business, financial, client and
product development plans, forecasts, strategies, techniques and information) or (ii) computer
programs, computer code, modules, scripts, algorithms, features and modes of operation,
inventions (whether or not patentable), techniques, processes, schematics, testing procedures,
software design and architecture, design and function specifications, analysis and performance
information, user documentation, internal documentation, designs, ideas, concepts, metaphors
and content for sites on the World Wide Web, the Internet and other computer networks,
which to the extent previously, presently, or subsequently disclosed to the Receiving Party is
hereinafter referred to as “Proprietary Information” of the Disclosing Party.
from
disclosure to others, using the same degree of care used to protect its own confidential or
Proprietary Information. In any case the Receiving Party shall use no less than a reasonable
degree of care. The Receiving Party may disclose the Disclosing Party’s Proprietary Information
received hereunder to its or its affiliates advisors, representatives, employees and consultants,
who have a need to know for the purpose of this Agreement and shall be similarly bound. The
Receiving Party shall be responsible for any breach of this Agreement by such persons.
ART. 2 - EXCLUSIONS
Without granting any right or license, the Disclosing Party agrees that article 1 shall not apply
with respect to any information that the Receiving Party can document (a) was in Receiving
Party's possession before receipt from Disclosing Party; (b) is or becomes generally available to
the public through no fault of Receiving Party; (c) was received in good faith by Receiving
Party from a third party who, to Receiving Party's knowledge, is not subject to an obligation of
confidentiality owed to Disclosing Party; (d) was independently developed by Receiving Party
without reference to the Information; (e) was disclosed by Receiving Party pursuant to the
written permission of Disclosing Party; or (f) was disclosed to a third party without restriction
by Disclosing Party.
ART. 3 - LIMITATION OF DISCLOSURE
The Receiving Party may make disclosures required by court order or other legal obligation,
provided the Receiving Party gives the Disclosing Party prior written notice, uses reasonable
efforts to limit disclosure and to obtain confidential treatment or a protective order and has
allowed the Disclosing Party to participate in the proceeding.
ART. 4 - TERMINATION. EFFECT OF TERMINATION
Either party may terminate this Agreement upon written notice to the other. Termination shall
not affect the confidentiality obligations with respect to any information which was obtained
prior to the effective date of termination. Such confidentiality obligations only shall expire 5
years after termination of this Agreement.
ART. 5 - OBLIGATIONS UPON TERMINATION
Upon the earliest of (a) the termination of this Agreement, (b) the request of a Disclosing
Party, or (c) the completion of the business dealings pursuant to which such Proprietary
Information was disclosed, a Receiving Party shall promptly (but in any event within five (5)
business days following termination or receipt of any request) return to the Disclosing Party
any Proprietary Information (and all copies thereof made by or for Receiving Party) in tangible
form in any and all media, whether supplied by the Disclosing Party, or created by the
Receiving Party, and delete or erase such Proprietary Information (and copies) from computer
systems, in the possession, custody or control of the Receiving Party or any person acquiring
such Proprietary Information (and copies) through the Receiving Party. Upon first request
form the Disclosing Party, the Receiving Party shall certify, by an instrument in writing signed
by one of its officers, that it has complied with the requirements of this paragraph.
ART. 6 - NO REQUIREMENT TO DISCLOSE
Except as otherwise provided herein, the Receiving Party understands that nothing herein (a)
requires the disclosure of any Proprietary Information of the Disclosing Party, which shall be
disclosed, if at all, solely at the option of the Disclosing Party (in particular, but without
limitation, any disclosure is subject to compliance with export control laws and regulations), or
(b) requires the Disclosing Party or the Receiving Party to proceed with any proposed
transaction or relationship in connection with which Proprietary Information may be disclosed.
ART. 7 - NO LICENSE
No license or rights under any patent, copyright, trademark, or trade secret is granted or is to
be implied by this Agreement. Neither Party is obligated under this Agreement to purchase
from or provide to the other Party any service or product.
ART. 8 - RIGHT TO DEVELOP
Nothing in this Agreement shall prohibit or restrict the Receiving Party’s right to develop, use
or market products or services similar to or competitive with those of the Disclosing Party as
long as the Receiving Party shall not thereby breach this Agreement. Each party acknowledges
that the other party may already possess or have developed, or will in the future develop,
products or services similar to or competitive with the products or services about which such
party may disclose Proprietary Information hereunder.
ART. 9 - JURISDICTION
This Agreement shall be governed and construed in accordance with the laws of Belgium. All
disputes arising out of or in connection with the present agreement will be submitted to the
exclusive jurisdiction of the Belgian Courts.
ART. 10 - SEVERABILITY
In the event any provision of this Agreement is found to be void and unenforceable, the
remaining provisions shall remain in full force and effect.
ART. 11 - ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior
communications, agreements and understandings.
ART. 12 - SURVIVAL
Each party’s rights and obligations under this Agreement which by their nature would continue
beyond termination shall survive the termination of this Agreement.
ART. 13 - ASSIGNMENT
This Agreement may not be assigned by either party without the prior written consent of the
other; provided that either party may assign or transfer this Agreement and rights hereunder
to any current or future affiliates or successor company, provided the assigning party shall
continue to be bound by its obligations with respect to Proprietary Information and if such
assignee agrees in writing to the terms and conditions herein.
ART. 14 - DISCLAIMER
The Disclosing Party shall have no liability whatsoever for any damages arising out of the
Receiving Party’s use of Proprietary Information disclosed pursuant to the Agreement, and all
Proprietary Information disclosed by the Disclosing Party hereunder shall be on an “AS IS”
basis and with no warranties of any kind, express or implied.