THIS MUTUAL NONDISCLOSURE AGREEMENT (this “Agreement”) is entered into and effective as of the date of the last signature below (the “Effective Date”), between:
a. Viral Octopus Limited, having an address in Viral Octopus Hong Kong
b. having an address in will get the documents permission to the following email address
Individually referred to also as the “party” and jointly as the “parties”.
1. Confidential Information. “Confidential Information” means confidential or proprietary information disclosed or made available by one party to the other, including but not limited to, business plans, financial reports, financial data, employee data, customer lists, designs, specifications, drawings, diagrams, computer code and programs, trade secrets, discoveries, ideas, concepts, know-how, techniques, and other technical and business information. Confidential Information may be that of the disclosing party or of third parties to whom the disclosing party has an obligation to treat the disclosed information as confidential. Confidential Information also includes copies, notes, abstracts and other tangible embodiments made by the receiving party that are based on or contain any of such information, as well as the existence and progress of the Purpose (described in Section 4 below).
2. Identification of Confidential Information. Information will be considered to be Confidential Information and protected under this Agreement if it is identified as “confidential” or “proprietary” at the time of disclosure or if the information should reasonably be considered to be confidential or proprietary due to its nature or the context of its disclosure.
3. Protection of Confidential Information. Each party acknowledges that the other party claims that its Confidential Information is a valuable and unique asset and agrees to the following: For a period of 2 years from first disclosure of or access to Confidential Information, the receiving party: (i) will not disclose the Confidential Information to any third party; (ii) will not disclose the Confidential Information to its employees or professional consultants unless the employees or professional consultants have a need to know the Confidential Information for the Purpose; and (iii) will use the Confidential Information only for the Purpose and will not use it for any third party’s benefit. The receiving party will use the same degree of care to protect the Confidential Information from unauthorized use or disclosure as it would use to protect its own information of a similar nature, but in no event with less than reasonable care. The professionals business consultants employed by the receiving party will remain personally responsible towards the disclosing party and in no case the receiving party will be held accountable. The receiving party’s obligations under this Agreement with respect to particular information do not apply to the extent that: (i) the disclosing party authorizes the receiving party in writing to disclose such information; (ii) the receiving party knows such information at the time of disclosure by the disclosing party, free of any obligation to keep it confidential, as evidenced by written records; (iii) such information is or becomes generally known in the relevant industry without fault of the receiving party; (iv) the receiving party independently develops such information without access to or use of the Confidential Information, as evidenced by written records; or (v) the receiving party rightfully obtains such information from a third party who has the right to disclose it without violation of any confidentiality obligations. However, even if certain information is already known, the disclosing party’s use of it (including the fact of the party’s use and the manner and results of use) may not be and thus would be considered to be Confidential Information. If the receiving party is subject to judicial or governmental proceedings requiring disclosure of particular Confidential Information, then, prior to disclosing any such Confidential Information, the receiving party will provide the disclosing party with reasonable prior notice and will obtain, or provide the disclosing party with an opportunity to obtain, a protective order or confidential treatment of the Confidential Information.
4. Purpose. Confidential Information of each party may only be used to evaluate possible business opportunities between the parties (the “Purpose”).
5. Return of Confidential Information. All Confidential Information of the disclosing party remains the property of that party and will be returned to it or destroyed at its request. Within 30 days of receiving such a request from the disclosing party, the receiving party will comply with the request and provide a written certification, signed by an officer, of its compliance.
6. No License or Warranty. No license under any patents, copyrights, mask work rights, trademarks or other proprietary rights is granted by the disclosure of or access to Confidential Information under this Agreement. All confidential information is provided “as is”, without any express or implied warranties, including but not limited to a warranty that is accurate or complete or a warranty against infringement.
7. No Inducement or Commitment. Each party will determine in its sole discretion the information to be disclosed to the other party. Neither the disclosure nor access to Confidential Information under this Agreement constitutes an inducement or commitment to enter into any business relationship. If the parties desire to pursue business opportunities, the parties will execute a separate written agreement with respect to such opportunities.
8. Term & Termination. This Agreement will be effective from the Effective Date and will continue until written notice of termination is provided by either party to the other, or until the Purpose is executed with written agreement between the two parties. All provisions of this Agreement relating to Confidential Information disclosed pursuant to this Agreement prior to termination will survive.
9. Assignment & Binding Effect. Neither party may assign this Agreement without the other party’s prior written consent, except that no such consent is needed in the event of a party’s assignment or transfer of the majority of its stock or all or substantially all of its assets to which the Purpose relates, as part of a merger, acquisition or asset sale. Any assignment in violation of this Agreement will be void. This Agreement benefits and binds the parties to this Agreement and their respective successors and permitted assigns.
10. Jurisdiction & Venue. This Agreement will be governed by and construed in accordance with the Italian laws, exclusive of its choice of law principles. The Court of Hong Kong have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement. Each party consents to the personal jurisdiction and venue of these courts.
11. Entire Agreement. This Agreement contains the entire understanding, and supersedes any and all prior and contemporaneous agreements (oral or written), between the parties regarding this Agreement’s subject matter. This Agreement will not be modified, and no provision will be waived, except by a writing that both parties sign. A party’s failure to require performance will not affect the right to require performance at any later time. If any part of this Agreement is unenforceable, the rest will remain in effect.
12. General. Each party will comply with all applicable export control laws, rules and regulations. Any notice under this Agreement, if sent to the party entitled to such notice at the address set forth below, will be deemed to have been provided 3 days after the notice is sent by certified mail (postage prepaid), or the next business day if the notice is sent by national overnight service.
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Signed by Pietro Bonomo
Signed On: August 17, 2018
If you have questions about the contents of this document, you can email the document owner.
Document Name: Documents NDA
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