This Confidential Disclosure Agreement ("Agreement") dated 11nd March 2020 ("Date"), is entered into between Technology & Cognition LAB Srl, its affiliates and subsidiaries, and the partner who accesses the website specifically dedicated to him, ("Company").
In consideration of the mutual promises hereunder, and other good and valuable considerations, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
To further the business relationship between Technology & Cognition LAB and the Company, it is beneficial to the parties that Technology & Cognition LAB discloses to the Company confidential informations (hereinafter referred to as "Confidential Information") concerning one or all of the following: current, future or proposed Workflow & Content Automation (WCA) services provided by Technology & Cognition LAB utilising software on premise and cloud services for the management of documents and content with artificial intelligence technologies. Such informations may include plans and technologies related to the foregoing, together with any related financial and / or price information.
In order to be protected by the provisions of this Agreement, all Confidential Information disclosed by Technology & Cognition LAB in tangible form shall be identified as confidential, proprietary or bear a similar designation, or if disclosed in oral or otherwise unwritten form or by observation, shall be identified at the time of disclosure as being of a confidential or proprietary nature, save where it should be apparent to a reasonable person that the information disclosed, though not identified as Confidential Information, is confidential in nature it shall also be treated as such. Confidential Information shall also include all information that Technology & Cognition LAB has received from others and which it is obligated to treat as confidential, provided that such information is disclosed in the manner set forth in this paragraph.
(a) Company shall not communicate Confidential Information to any third parties, not permit any third parties to use Confidential Information and shall use security precautions to prevent inadvertent disclosure of Confidential Information to any third parties; such security precaution shall be at least as effective as those it uses to protect its own Confidential Information and shall in no event constitute less than a reasonable degree of care.
(b) Company shall neither use the Confidential Information nor circulate it within its own organisation except for those individuals with a specific need to know and only to the extent necessary for:
( i) negotiations, discussions and consultations with personal or authorized representatives of Technology & Cognition LAB;
(ii) procuring goods or services from Technology & Cognition LAB;
(iii) preparation bids, estimates and proposals for submission to Technology & Cognition LAB;
(iv) any purpose Technology & Cognition LAB may hereafter authorize in writing.
The obligations of Paragraph 2 hereof shall not apply with respect to any particular portion of Confidential Information:
(a) when the Company can document that the Confidential Information:
(i) was publicly available at the time of Technology & Cognition LAB' communication thereof to Company ;
(ii) become publicly available through no fault of Company subsequent to the time of Technology & Cognition LAB’ comunication thereof to Company;
(iii) was communicated by Technology & Cognition LAB to third parties free of any obligation of confidentiality;
(iv) was in Company possession free of any obligation of confidence subsequent to the time of Technology & Cognition LAB first communication thereof to Company;
(v) was rightfully communicated to the Company free of any obligation of confidence subsequent to the time of Technology & Cognition LAB’ first communication thereof to Company;
(vi) was developed by employees or agents of the Company independently of and without reference to Technology & Cognition LAB' Confidential Information or other third party information that Technology & Cognition LAB has disclosed confidentially;
(b) when such Confidential Information is required to be disclosed pursuant to the order or requirement of a court or similarly empowerment administrative or government agency. The company in any case shall give written notice to Technology & Cognition LAB of such order or requirement as soon as practicable prior to disclosure of Confidential Information, and shall provide reasonable cooperation and assistance in opposing such order or requirement, if requested by Technology & Cognition LAB.
(c) in any event, ten (10) years after Technology & Cognition LAB’ communication of Confidential Information with the
exception of the source code and the personally identifiable information, for which the obligation of paragraph 2 remains shall be in effect in perpetuity.
The company shall advice its employees who have access to the Confidential Information of their duty to protect such Confidential Information from improper disclosure. To the extent that Company need to disclose Confidential Information to its contract workers or agents, Company shall cause all such contract workers or agents to be bound by the terms and conditions of this Agreement.
Unless expressly authorized to do so in writing by Technology & Cognition LAB or otherwise permitted by law, the Company shall not analyze, decompile or reverse engineer or cause a third party to analyze, decompile or reverse engineer any Technology & Cognition LAB Information for any purpose other than as expressly provided for herein.
All materials including, without limitation, documents, drawings, appliances, sketches, drawings, CDs, flowcharts, source code, object code, software, furnished to the Company by Technology & Cognition LAB and which are designated in writing to by the property of Technology & Cognition LAB shall remain the property of Technology & Cognition LAB and shall be returned to Technology & Cognition LAB promptly at its request or shall be destroyed at its request.
Communications from the Company to personnel and authorised representatives Technology & Cognition LAB shall not violate the proprietary rights of third parties and shall be made without any obligation of confidence.
This Agreement shall govern all communications between Technology & Cognition LAB and the Company regarding Confidential Information that are made during the period from the Effective Date to the date on which either party terminates this Agreement. Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party. The termination of this Agreement shall not relieve either party from the obligations imposed in Paragraphs 2, 3, 4, 5, 6, and 7 of this Agreement with respect to the disclosure of Confidential Information on the effective date of such termination. The obligations set out in this Agreement shall not be affected by the receivership or administration of either party, nor by any attachment or seizure procedures relating to either party..
Company agree to comply with all the laws, rules and regulations of the European Union, the United States and Italy and any other applicable jurisdiction(s) regarding to the export of Confidential Information as well as any commodity, technology and / or software used, developed or acquired under this Agreement which, at the time of export, requires an export license or other government approval, including and without limitation, first obtaining such license or approval. The company also agrees to provide Technology & Cognition LAB with any information that is required to determine export control status and / or obtain any export license or approval regarding the export of any commodity, technology or software used, developed and acquired under this Agreement.
Neither this Agreement nor any part of the rights granted herein may be transferred, assigned, sublicensed or conveyed by either parties, in whole or in part. Subject to the limitations set forth herein, this Agreement shall enure to the benefit of and be binding upon the parties, their successors and assigns. Notwithstanding the foregoing, this Agreement and the rights granted within it shall specifically enure to the benefit of Technology & Cognition LAB’s affiliates and subsidiaries, and specifically Technology & Cognition Lab Srl, and such affiliates and subsidiaries shall be entitled and have the right to enforce any of its terms directly.
This Agreement shall be construed in accordance with Italian law and each party irrevocably submit to the exclusive jurisdiction of the Italian courts for any claim dispute or matter arising under of in connection with this Agreement or its enforceability.
Nothing in this Agreement shall be construed as a grant of any license to any intellectual property rights (registered or otherwise) including any patents, copyrights, registered trademarks, design rights, trade secrets, database rights, domain names of Technology & Cognition LAB. Nothing in this Agreement shall be construed as requiring Technology & Cognition LAB to disclose Confidential Information to the Company.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, all other provisions hereof shall remain in full force and effect, and be interpreted in accordance to the extent possible consistent with the intent of the parties expressed by the Agreement.
This Agreement constitutes the entire agreement between the parties in connection with the subject matter thereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties. No amendments to or modification of this Agreement will be binding unless it is written and signed by a duly authorized representative of each parties.