Subido por Ronaldo García

Cargotec Mutal NDA Annex8a

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MUTUAL NON-DISCLOSURE AGREEMENT
BETWEEN
Cargotec Corporation, a corporation validly organised and existing under the laws of
Finland having its principal place of business at Porkkalankatu 5, 00180 Helsinki,
Finland, and
____________________, a corporation validly organised and existing under the laws of
the United States having its principal place of business at:_______________________
_____________
WHEREAS:
A)
For the purpose of evaluating the feasibility of possible business relationship
between the parties concerning potential development of cooperation for
components manufactured from steel and for the possible business relationship
which is a consequence of the said evaluation (hereinafter "Purpose")
B)
the parties may, in conjunction with the aforesaid and for their mutual benefit,
disclose to each other technical and/or commercial information relating to their
respective businesses, facilities, products, techniques and processes in form of
oral disclosure, demonstration, device, apparatus, model, sample of any kind,
computer program, magnetic medium, document, specification, circuit diagram or
drawing and visual observation of the aforesaid which information is proprietary
to the disclosing party or any of its affiliated companies (hereinafter
"Information") and the parties are willing to undertake to restrict the use and
further distribution of the Information:
NOW, IT IS HEREBY AGREED:
1.
Each party (hereinafter "Receiving Party") shall keep all Information received
from another party including Information received from a party’s affiliated
companies (hereinafter "Disclosing Party") in whatever form as strictly
confidential and shall not disclose it to third parties without the prior written
consent of the Disclosing Party.
2.
The Information received hereunder shall not be used for any purpose other than
the above mentioned Purpose without the prior written permission of the
Disclosing Party.
3.
Each party shall restrict access to Information received from another party to only
those of its and its affiliated companies’ employees to whom such access is
necessary for carrying out the Purpose and advise such employees of the
obligations assumed herein.
4.
The Receiving Party shall in no event use a lower degree of care in safeguarding
the Disclosing Party's Information than it uses for its own information of like
sensitivity and importance and upon discovery of any unauthorised disclosure of
Information in its possession the Receiving Party shall use its best endeavours to
prevent any further disclosure or unauthorised use thereof.
5.
The foregoing obligations shall not apply to any Information which
a)
is in the public domain at the time of disclosure or later becomes part of the
public domain through no fault of the Receiving Party; or
b)
was known to the Receiving Party prior to disclosure by the Disclosing Party
as proven by the written records of the Receiving Party; or
c)
is disclosed to the Receiving Party by a third party who did not obtain such
Information, directly or indirectly from the Disclosing Party; or
d)
was independently developed (by personnel having no access to the
Information) by the Receiving Party as proven by the written records of the
Receiving Party.
Any combination of features shall not be deemed to be within the foregoing
exceptions merely because individual features thereof are in the public domain or
in the possession of the Receiving Party, but only if the combination itself and its
principle of operation is in the public domain or in the possession of the Receiving
Party.
6.
This Agreement shall remain valid for the duration of the Purpose and for the
period of five (5) years from the date of termination of the Purpose.
7.
Neither this Agreement nor disclosure of Information shall constitute or imply any
promise or intention to make any purchase of products or services by either party
or any commitment by either party with respect to the present or future marketing
of any product or service or any promise or intention to enter into any other
business arrangement.
8.
No license to a party, under any trademark, patent, copyright or any other
intellectual property right, is either granted or implied by the conveying of
Information to such party. None of the Information disclosed or exchanged shall
constitute any representation, warranty, assurance, guarantee or other inducement
by either party to the other of any kind and in particular with respect to the noninfringement of trademarks, patent, copyrights or any other intellectual property
rights, or other rights of third parties.
9.
All material embodying Information or relevant or related thereto whether or not
supplied by the Disclosing Party, including, without limitation, rejected drawings,
scrap papers, photographic negatives or computer input or output, all including all
copies of any kind shall be returned or destroyed upon written request of the
Disclosing Party.
10.
This Agreement shall be construed and interpreted in accordance with the laws of
Finland, excluding its rules for choice of law.
Any dispute, controversy or claim arising out of or relating to this contract, or the
breach, termination or validity thereof shall be finally settled by arbitration in
accordance with the Arbitration Rules of the Finnish Central Chamber of
Commerce by one arbitrator appointed in accordance with the said Rules. The
arbitration shall be held in Helsinki, Finland.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the first day set forth below.
Date and Location Signed: _______________________________________
Cargotec Corporation
____________________
_____________________
Print Name
Signature
Date and Location Signed: _______________________________________
____________________________
Company
____________________
_____________________
Print Name
Signature
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