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This Non-Disclosure Agreement (“The Agreement”) is made and entered into this 12th March 2020 (two thousand and twenty).

Parties

 

Of the first part, On Point Limited, a company registered under the Laws of Malta, bearing company registration number C81670 and having its registered office situated at 131, St Catherine, Apart 1, Blue Grotto Avenue, Zurrieq ZRQ4015, Malta, duly represented herein by Mr Stephen Abela in his capacity as a Director

 

and

 

Of the second part, CO NAME, bearing the company registration number C****** and having its registered office situated at FULL ADDRESS duly represented herein by KEY PERSON in his capacity as a DESIGNATION

 

Singularly as ‘any Party’ and jointly referred to as ‘the Parties’

 

It is mutually agreed upon and understood by and between the parties as follows:

Definitions of Confidential Information

 

“Confidential Information” means any information which is disclosed by or to any Party to this Agreement, whether disclosed orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such. It includes, but is not limited to, non-public tangible or intangible information regarding either Party’s products, released or unreleased software or hardware, features, marketing and promotions, business policies or practices, and the negotiated terms of any agreement between them 

For the purpose of this Agreement:

1.1 "Receiving Party" shall mean a Party to this Agreement which receives Confidential Information; and

1.2 "Disclosing Party" shall mean a Party to this Agreement which discloses Confidential Information.

1.3 The Disclosing Party agrees that the Receiving Party shall have no obligation with respect to any such Confidential Information which:

1.4 is already known to the Receiving Party; or

1.5 is or becomes publicly known through no default or breach of this Agreement by the Receiving Party; or

1.6 is rightfully received from a third party without similar restriction and without breach of this Agreement; or

1.7 is independently developed by the Receiving Party without breach of this Agreement; or

1.8 is disclosed where it is necessary to do so by law or request of a governmental agency, (in such instance, the Receiving Party shall first give the Disclosing Party written notice of such request); or

1.9 relates to general concepts of computer hardware and software technology or data processing; or

1.10 constitutes Feedback (as defined in Section 5 of this Agreement). 

Obligations Regarding Confidential Information

 

Receiving Party shall:

 

  • Refrain from disclosing any Confidential Information of the Disclosing Party to third, except as expressly provided in Sections 2.2 and 2.3 of this Agreement;
  • Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party;
  • Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and
  • Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law.
  • Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable written notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.
  • The undersigned Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable the Receiving Party to enforce all the provisions of this Agreement.
  • Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
  • Receiving Party shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of the same.

Disputes

 

  • In the event of any dispute or difference arising between the Parties in connection with this Agreement, the Parties shall, within two (2) days of a written request from either Party to the other, meet in an effort to settle amicably the dispute or difference between them.
  • If the dispute or difference is not resolved as a result of the meeting, the Agreement shall be construed as being subject, in all respects, to the Laws of Malta and the Parties agree to submit to the exclusive jurisdiction of the Maltese courts. 

Miscellaneous

 

  • All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied right to the Receiving Party, to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein.  The Disclosing Party reserves, without prejudice, the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets.
  • In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only be used by the Receiving Party for evaluation and providing Feedback (as defined in Section 5 of this Agreement) to the Disclosing Party. Unless otherwise agreed by the Disclosing Party and the Receiving Party, all such computer software and/or hardware is provided “AS IS” without warranty of any kind, and Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to Receiving Party’s use of or inability to use such software and/or hardware.
  • The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party’s right to independently develop or acquire products without the use of the other Party's Confidential Information.
  • This Agreement set forth the entire agreement and understanding between the Parties relating to the subject matter herein and supersedes all prior discussions between the Parties. No modification of or amendment to this Agreement will be effective unless in writing signed by the Parties.
  • Any waiver by either Party of a breach of any provision of this Agreement shall be in writing signed by both Parties to this Agreement. Any waiver by either Party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof on another occasion.
  • If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

Suggestions and Feedback

 

  • The Receiving Party may from time to time provide suggestions, comments or other feedback ("Feedback") to the Disclosing Party with respect to Confidential Information provided originally by the Disclosing Party. Both Parties agree that all Feedback is and shall be given entirely voluntarily.  Feedback, even if designated as confidential by the Party offering the Feedback, shall not, unless a separate written agreement is entered into, create any confidentiality obligation for the receiver of the Feedback. The receiver of the Feedback shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.


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