Please read and accept the following non-disclosure agreement:
CogniStreamer nv, with its registered office situated at Engelse Wandeling 2 K10, 8500 Kortrijk, and hereby duly represented by Wim Soens, Managing Partner, hereinafter referred to as “CogniStreamer”
By entering your name and email and by accepting the terms below, you agree to abide by the terms in this non-disclosure agreement.
Where appropriate each of the parties will hereinafter individually be referred to as the “Party” and collectively referred to as the “Parties”.
- Whereas CogniStreamer is hosting a design competition on the CogniStreamer Innovation portal;
- Whereas the Parties are discussing the possibility for the Participant to register and join the design contest (hereinafter referred to as “the Contest”);
- Whereas each Party might disclose during these discussions and negotiations Confidential Information (as defined hereinafter) to the other Part(y)ies;
- Whereas the Parties recognize and accept that the Confidential Information (as defined hereinafter) is to be kept confidential and therefore wish to reciprocally protect the Confidential Information subject to the terms and conditions detailed hereunder;
- Whereas the Parties have the option to include third Parties in the preparation of the Contest who would have to be bound by the same rights and obligations as the Parties;
NOW, THEREFORE, the Parties hereto agree as follows:
Article 1: Definition
1.1. “Confidential Information” means any and all information and data owned or controlled by a Party and that is disclosed in writing, orally, in machine-readable form or in any other form pursuant to this Agreement by a Party (hereinafter “the disclosing Party”) to the other Party (hereinafter “the receiving Party). Such Confidential Information includes but is not limited to ideas, discoveries, inventions, specifications, models, formulas, programs, plans, drawings, standards, financial data, business information and trade-secrets and all intellectual property rights embodied therein.
1.2. Information shall not be deemed Confidential Information and the receiving Party shall have no obligation with respect to any information which:
- was in the receiving Party’s possession prior to the disclosure of the Confidential Information by the disclosing Party to the receiving Party;
- is received by the receiving Party from a third party free to disclose such information to the receiving Party;
- is already in the public domain or becomes available to the public through no breach of this Agreement by the receiving Party; or
- is subsequently independently developed by or on behalf of the receiving Party without use of the disclosing Party’s Confidential Information; or
- which at the time of the disclosure is required to be disclosed by law or by order of any governmental body or regulatory authority or court of jurisdiction, as proven by appropriate evidence by the receiving Party.
Article 2: Rights and obligations of the Parties
2.1 The receiving Party undertakes to keep in the strictest confidence the Confidential Information received in whatever form and to protect and safeguard the same by taking measures at least equal to those applied or application to its own Confidential Information, but no less than a reasonable degree of care.
2.2 The receiving Party agrees to use the Confidential Information received from the disclosing Party solely in connection with the Contest and shall refrain from any use of such Confidential Information for any purpose other than the Contest.
2.3 The receiving Party shall not distribute, disclose or disseminate in whatever form or by whatever means, the Confidential Information or any part thereof directly or indirectly to any unauthorized third party.
2.4 The receiving Party has the right to disclose or give access to the Confidential Information or any part thereof to:
- its employees and/or consultants/contractors, to the extent such employees, consultants and/or contractors have a need to know within the framework of the Contest;
- any third party following the written approval of the disclosing Party.
The Confidential Information will only be disclosed by the receiving Party to such authorized third parties upon the execution of a written agreement with such third party containing no less restrictive confidentiality obligations than those contained in this Agreement.
The receiving Party shall be entitled to disclose the Confidential Information that the receiving Party is legally required to disclose, provided that the receiving Party promptly (and, in any event, before complying with any such requirement) has provided the disclosing Party with notice of such requirement.
2.5 The Parties reciprocally acknowledge that the Confidential Information that the disclosing Party provides to the receiving Party and all rights contained therein or in relation thereto, are the exclusive property of the disclosing Party. Unless otherwise agreed upon, the disclosure of the Confidential Information does in no event confer or imply the grant or agreement to grant any license or other rights (e.g. intellectual property rights) to the receiving Party. The disclosure of the Confidential Information does not allow or entitle the receiving Party to use, lease, sell, disclose to or otherwise dispose of the Confidential Information for the benefit of any party or person other than the disclosing Party.
2.6 Any Confidential Information exchanged under this Agreement is provided “AS IS”, whereby no representation is made as to the accuracy, completeness, fitness for any particular purpose and on the non-infringement of industrial or intellectual property rights of third parties of and by the Confidential Information disclosed under this Agreement.
2.7 If a third Party has been accepted by the Parties to participate in the preparation of the Contest, said third party will have to accept in writing the Accession Form annexed hereto. The third party will thereafter be bound by all rights and obligations contained. In the event a Party accedes this Agreement via the Accession Form, CogniStreamer shall send copies of such Accession Form to each Party within sixty (60) days of receipt of such signed Accession Form.
Article 3: Term and termination of the Agreement
3.1 This Agreement shall come into force on 21 September 2016 and shall remain in force until 21 September 2019.
For Parties acceding via the Accession Form, this Agreement shall come into effect upon the signature by an acceding Party of an accession form in accordance with Annex A.
3.2 The confidentiality and non-disclosure obligations as set forth in this Agreement remain in force during the term and following the termination of the Agreement until one of the exceptions stated in article 1.2 above can be invoked by the receiving Party with regard to the item of Confidential Information concerned.
Article 4: Return of the Confidential Information – Damages
4.1 Upon termination of the Agreement, all Confidential Information (along with all authorized copies and/or reproductions) shall, upon request and option of the disclosing Party, either be returned to the disclosing Party or be destroyed by the receiving Party. In case of destruction, the receiving Party shall confirm in writing such destruction to the disclosing.
4.2 Without prejudice to its other rights or remedies, the disclosing Party shall be entitled to claim damages in case of breach by the receiving party of the obligations detailed in this Agreement.
Article 5: Applicable law – Dispute settlement
This Agreement shall be governed by and construed in accordance with the laws of Belgium, without regard to the conflict of law principles. Any dispute, controversy or claim arising out of or in connection with this Agreement will be finally settled by the courts of Kortrijk (Belgium).
Article 6: Assignment
This Agreement may not be assigned by either Party, in whole or in part, without the prior written consent of the other Party.