Confidentiality and Non-Disclosure Agreement is made this ____ day of
_____, _______ by and between Elevated Technology - SRL , an
Bucharest Company (hereinafter referred to as "ElevTech-SRL")
and _______ a _____ Company headquartered in ______ (hereinafter
referred to as "____").
WHEREAS, ElevTech-SRL is in the business of
contract manufacturing; and
WHEREAS, _______ Company is in the business of ____________
WHEREAS, ElevTech-SRL and ______ Company wish to
enter into a business arrangement for ElevTech-SRL
to provide _______ to _______ Company; and
WHEREAS, ElevTech-SRL and ______ Company recognize
that is necessary for the parties to disclose certain information to
each other that contains confidential information (the "Confidential
Property") in order for the parties to determine whether the Services
can be provided; and
WHEREAS the parties agree to make any required disclosure of such
information to each other only if it is done under the terms of this
parties agree to accept the disclosure of such information
on a confidential basis under the terms of this Agreement;
NOW, THEREFORE, in the consideration of the premises, mutual promises
and covenants hereinafter contained, the parties hereby agree as
The above recitals are incorporated herein as if fully set forth.
"Confidential Property" for the
purposes of this Agreement shall mean
all business information provided by one of the parties (the
"Disclosing Party") to the other party (the "Receiving Party"), that is
not excluded by the terms of this Agreement.
Party agrees that nether itself, nor its shareholders,
directors, officers, employees, agents and representatives shall
disclose any Confidential Property or cause any Confidential Property
to be disclosed to any third party and shall only use the Confidential
Property for its own use.
Party hereby acknowledges that the Confidential Property
is owned solely by the Disclosing Party, shall remain the exclusive
property of the Disclosing Party and constitutes valuable information
of the Disclosing Property and that the unauthorized disclosure or use
of such Confidential Property by the Receiving Party will cause
irreparable harm to the Disclosing Party. The Receiving Party agrees to
use or cause such Confidential Property to be used only in a manner
consistent with the terms and conditions of this Agreement.
The Receiving Party shall not, directly or indirectly, contest or cause
to be contested the rights of the Disclosing Party or its affiliates in
and to the Confidential Property and the Receiving Party hereby agrees
to execute such documentation as the Disclosing Party may reasonable
require to confirm the Disclosing party's sole ownership of and rights
to any and all of the Confidential Property transmitted hereunder.
In the event that within forty five (45) days from the date hereof the
parties do not enter into agreement to provide the Services or in the
event that such agreement shall be revoked or terminated for any
reason, then and in such event, The Receiving Party shall forthwith
return to the Disclosing Party any and all information or tangible
items incorporating or representing Confidential Property given to the
Receiving Party, including all copies thereof, and all notes concerning
and/or reproductions thereof, in the Receiving Party's possession or to
which the Receiving Party has access, whether made by the Receiving
Party or otherwise and hereby agrees to make no use whatsoever, whether
directly or indirectly, of any of the information so acquired, ether
wholly or in part.
Party recognizes and agrees that nothing contained in
this Agreement shall be construed as granting or conferring any rights
by license or otherwise, expressly implied, or otherwise to any of the
Confidential Property or for any changes to the Confidential Property
made after the date of this Agreement.
Confidential Property shall not include any information which (a) was
published or otherwise available to the public prior to its receipt
from Disclosing Party; (b) becomes published or otherwise available to
the public after its receipt from Disclosing Party through no act or
failure to act on the part of the Receiving Party; (c) was in
possession of the Receiving Party prior to disclosure by Disclosing
Party; (d) was acquired by the Receiving Party from a third party free
from any restrictions on disclosure; (e) was developed by the Receiving
Party independently of the disclosure made hereof.
The Receiving Party acknowledges that a breach of any of the covenants
set forth herein will have a materially adverse effect upon the
Disclosing Party and that damages arising from said breach may be
difficult to ascertain. Consequently, the Receiving Party agrees that
in addition to, and without limiting any other remedy or right the
Disclosure Party may have, the Disclosing party shall have the right to
an immediate injunction without bond enjoining such breach.
In the event that the Receiving Party or anyone to whom the Receiving
Party transmits the Confidential Property pursuant to this Agreement
becomes legally compelled to disclose any of the Information, the
Receiving Party shall advice the Disclosing Party as soon as possible,
so that the Disclosing Party may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this
The Confidentiality Property shall be deemed "Trade Secrets" under EU
Trade Secret Act.
This Agreement shall be governed by the EU laws and the parties hereto
hereby consent to the jurisdiction of the courts sitting in Bucharest,
Romania. All legal actions concerning this Agreement shall be brought
only in a Court of competent jurisdiction sitting Bucharest Romania.
All notices required by this Agreement shall be in writing and
delivered by hand delivery, registered mail return receipt requested,
Federal Express or equivalent, or facsimile. The address for notice are
If to ElevTech-SRL:
14 Dionisie Fotino Street
Sector 1, Postal Code: 011634
With a copy to:
Attorneys at Law
If to ______ Company:
This Agreement shall be binding upon and be for the benefit of the
parties hereto, their parent corporations, subsidiary corporations,
assigns, heirs, and personal representatives.
If any part of this Agreement is held to be invalid or unenforceable,
then the remaining portions of this Agreement shall remain in full
force and effect.
WITNESS WHEREOF, the parties hereto have duly caused this Agreement of
four pages to be executed as of the date first written above.