NDA

CONFIDENTIALITY AND NON- DISCLOSURE AGREEMENT

No. doc no /doc date

Concluded between:

Company name , located in Adress, having the fiscal identification number fiscal identification number, trade registration number trade registration number, represented by representative name, in the capacity of representative role

And

Company Name, located in Adress, having the fiscal identification number Fiscal identification number, trade registration number Trade registration number, represented by representative name, in the capacity of representative role,

referred to, in the following provisions, individually as the "Party" and collectively as the "Parties".

WHEREAS

• The parties wish to explore a possible business opportunity of mutual interest (“Business Relationship” or "Authorized Scope") which may involve the disclosure by each party (the “Disclosing Party”) to the other party (the “Receiving Party”) of confidential and proprietary information regarding product information, technical data and other information which is owned by the Disclosing Party, its affiliates or third parties to which the Disclosing Party has obligations regarding the protection of such information.

• As per the provisions of Art. 1.184. of the Romanian Civil Code, when a confidential information is disclosed by a Party, the other Party is obliged not to disclose it and not to use it for its own benefit, regardless of whether the contract will be concluded or not, and the breach of this obligation entails the liability of the party at fault ;

• As a condition to each Disclosing Party’s release of such confidential and proprietary information, the parties wish to enter into this Agreement.

The Parties hereby agreed:

1.     Definitions and Interpretations

The following terms used in this Agreement shall have the following meanings:

• Words in the singular include the plural and, in the plural, include the singular;

• Any clause, paragraph, schedule, annex, amendment and additional act headings shall not affect the interpretation of this Agreement.

• In the interpretation of this Agreement, the terms shall be interpreted consistently.

• Any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Subject of the Agreement

2.1. The scope of this Agreement is maintaining the confidentiality of all information and data to be exchanged between the Parties in respect with the Authorized Scope.

2.2. This information and data hereinafter referred to as Confidential Information shall be defined at article 3 of this Agreement.

3. Confidential Information Definition

“Confidential Information” shall mean any and all information and data in any form, provided or disclosed (whether purposefully or not) to, or otherwise discovered by, one Party (the “Receiving Party”) and belonging to the other Party (the ”Disclosing Party”) and refers to business processes, trade secrets or other information including, but not limited, the discoveries, ideas, concepts, professional secrets, techniques, designs, specifications, sketches, models, flow charts, computer programs, tender documents, strategic plans, marketing/ financial/ business plans, business turnover, clients, partners, price lists, sales volume, the contents of this Agreement, payments, fees, staff, suppliers, and other technical, financial or business information written or any other form.

4. Use of Information Confidentiality 

4.1. Each Party undertakes on behalf of itself and any Affiliate, employee, agent or third party acting on its behalf:

• to use the Confidential Information only for the purposes which relate to this Agreement and not to disclose such Confidential Information to third parties without the prior written consent of the other Party, and

• to take all reasonably necessary measures to ensure that all Confidential Information shall be treated as confidential and not shared or used for other purposes than in strict relation to this Agreement.

For the purposes of this Agreement, “Affiliaties” means with respect to either Party: (i) any other person or entity that directly or indirectly controls, is controlled by or is under common control with such Party and/or (ii) any other entity in which such Party directly or indirectly holds equity securities or ownership interests of such entity.

4.2. The Parties shall respect the Confidential Information and, where they process the other Party's confidential Information, shall process the data in strict accordance with instructions received from the other Party and take all the reasonably necessary technological and operational measures to protect them against unauthorized access, loss, destruction, theft, use or disclosure.

4.3. Neither Party shall, and shall ensure that its employees, agents and Affiliates and third parties acting on its behalf shall not, use Confidential Information for the acquisition, multiplication or generating of business from the Disclosing Party.

4.4. Each Party undertakes to take all reasonably necessary measures in time to ensure compliance with this Agreement by its employees, agents, Affiliates and subcontractors.

4.5. Each Party undertakes not to use Confidential Information for his own or for third parties benefit without the prior written approval of an authorized representative of the Disclosing Party for each particular case.

4.6. The Parties undertake to maintain the confidentiality of information and data received also towards the companies, present and/or future, in Romania or abroad, which have and/or shall have the status of associate, shareholder and/or administrator.

4.7. The Parties may disclose Confidential information under the requirement of a law or another legislative act or decision of a regulatory authority or request a public body or authority, but only to the extent requested, in which case the disclosing Party shall inform the issuing Party about this.

4.8. The Parties shall take reasonable steps to prevent any use, reproduction, disclosure, transfer, disclosure, publication, or spreading unauthorized leak of Confidential Information. The Parties agree to accept and use Confidential Information only to achieve their mutual business relations.

5. Access Limitation

5.1. Each Party shall keep safely all media materials submitted and which contain information belonging to the other Party, whichever their form of storage or recording may be.

5.2. If one Party has knowledge or is aware of any unauthorized use or disclosure of Confidential Information, it shall promptly notify the other Party of such unauthorized use and/or disclosure and shall take all reasonable measures necessary to help to minimize any potential or actual damages or losses resulting from such unauthorized disclosure. It shall also promptly notify the other Party in connection with any theft of information that belongs to it. In addition, the Parties shall take all necessary reasonable measures to prevent any unauthorized leakage of information.

5.3. Confidential Information restrictions shall not apply to information:

• which is in the public domain at the time of their disclosure;

• which, although initially considered as Confidential Information, then became public domain, but not as a result of a faulty action/omission;

• which are lawfully in the receiving Party’s possession upon receipt from a third party that has no confidentiality obligation;

• which at the moment of disclosure were already known without any legal restriction or any other kind;

• which are required by law to be disclosed, provided that (to the extent that it is legally permitted to do so) the Party notifies the other Party of its intent and obligation to make such disclosure as soon as it is established that is required to make such a disclosure and before making such disclosure and takes reasonable measures to limit the amount of Confidential Iinformation so disclosed in order to protect the confidentiality; or

• which become public without being the result of any action, inactions or mistakes done by the Parties, its affiliaties, employees, agents or third parties acting on its behalf.

5.4. Without affecting the general applicability of para. 5.3 under this Article, the information shall not be referred to as public domain when they are known only by a few persons for whom they may represent a commercial interest, and a combination of Confidential Information and public information cannot be regarded as representing public information.

6. Duration

6.1. Confidential Information shall be protected and shall remain valid and effective from the date of signing this Agreement and for a period of 3 (three) years as of the termination of any contractual partnership.

6.2. Upon termination of contractual relations, the Receiving Party is obliged to return all materials containing Confidential Information (in whatever form), including any of their copies. Any information that is on media that cannot be returned shall be destroyed or removed.  Notwithstanding the foregoing, the Receiving Party may retain a copy of a part of Confidential Information to the extent required by legal provisions.

7. Damages Valuation

7.1. Each Party acknowledges that the other Party may be harmed if the obligations under this Agreement are not observed.

7.2. For breaching any of this Agreement provisions, the Party at breach will provide compensation to the other Party. The incurred damage will be deemed to be equal to the greater amount of (i) the profit made or deemed to be made by the Party by using such datafor other purposes than the Authorized Scope or (ii) the prejudice incurred by the party as a result of the Confidential Information unauthorized use or disclosure.

8. Governing law. Litigation

8.1. This Agreement shall be construed, interpreted and governed by the Romanian law.

8.2. The Parties agree to put forth every effort to amicably solve any dispute or litigations which may arise in connection with this Agreement.

8.3. If the Parties fail to reach a valid agreement on disputes concerning the validity of the Contract, or arising from this Agreement interpretation, execution or termination, they shall appeal, for the purpose of solving the dispute/litigation, to the competent courts.

9. Final Provisions

9.1. Amendments and additions to this Agreement shall become effective only if agreed in writing and signed by the duly authorized representatives of each Party, specified in this Agreement or thereafter notified in writing.

9.2. Notifications and communications between the Parties regarding this Agreement may be made in writing, to the contact details mentioned above. Notices and other written communications shall be considered valid when received at the recipient Party address (at its Registry/Secretary Office under the receipt signature confirmation) or on acknowledgment of receipt indicated on the signature of the recipient (mailing) or after either electronic transmission (fax, e-mail), provided confirmation of receipt has been obtained. The Parties are required to inform each other when the contact persons/details are modified.

9.3. If one or more provisions of this Agreement become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions in this Agreement shall not be affected or impaired thereby. However, the Parties agree to use their utmost efforts to achieve the purpose of the invalid provisions through agreeing to new, legally valid provisions.

9.4. Each Party agrees not to transfer any rights and obligations resulting from this Agreement without the prior written agreement of the other Party.

9.5. In case of disagreement between the two versions of this Agreement, the Romanian language version shall prevail.

9.6. This Agreement contains the entire agreement between the Parties on the subject of the Agreement and supersedes any prior consent or any understanding between the Parties on this Agreement.

9.7. The signatories of the Agreement state that they have all the necessary authorizations and/or empowerments according to the Romanian Law and the constitutive acts of the companies they represent for signing the present Agreement and that the signatories’ persons have the capacity to hire the legal person they represent.

We, the signatories of this Agreement, declare that we have read this Agreement entirely and due to the fact that it corresponds precisely to the will of the companies we represent, we have accepted it without any reservation on its content that we fully understand and/or the rights and obligations presented by this Agreement, and we agree to sign this Agreement in this form in which it is written.

Party 1,

Party 2,