NDA
Participant hereby confirms his personal participation in the aforementioned training and to have completed this registration truthfully. Participant declares to conform to the conditions below.
Disclosing Party: PROWISE B.V., a company incorporated under the laws of the Netherlands, having its registered office at Luchthavenweg 1b, 6021 PX Budel, the Netherlands.
Participant: The person who has registered to participate in the training of Disclosing Party.
Whereas
- Disclosing Party provides training regarding the (technical) details of their products (hardware and/or software), such as (but not limited to) interactive whiteboard software/content and/or electronic elevator systems and/or multi-touchscreen solutions (“Training”);
- During this training Disclosing Party will disclose certain information, (technical) data, know-how and other information to the Participant, which are all highly confidential.
- (If applicable) Disclosing Party will also provide the Participant full access to the Online Partner Portal, including the technical section thereof, which contains highly confidential information;
- Disclosing Party is willing to provide the Participant Training and (if applicable) full access to the online partner portal under the following conditions.
Article 1
1.1 All information, documents, (technical) data, proprietary information, plans, trade secrets, know-how, inventions, (unpublished) patent applications and developments previously disclosed or to be disclosed by Disclosing Party to the Participant in whatever form (tangible or intangible, verbal or in writing) or substance, shall be deemed to be confidential information ( “Confidential Information”).
1.2 Confidential Information of affiliates of the Disclosing Party is also part of this declaration. Affiliate means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Disclosing Party.
Article 2
2.1 The Participant shall use and disclose Confidential Information only for the purpose of giving (technical) assistance to their end users when (technical) issues in the products of Disclosing Party arise.
2.2 The Participant will not use, exploit or employ the Confidential Information for any other purpose or in any other manner. In any event, the Participant shall not copy or reproduce in any other way and shall not disclose any Confidential Information to any person or entity, except as authorized pursuant to this non-disclosure declaration and with the prior written instructions or written permission of Disclosing Party.
Article 3
3.1 All Confidential Information and any and all copies of drawings, prints, diagrams, notes, memoranda and other materials and writings containing, representing, evidencing, recording (parts of) the Confidential Information, however and whenever produced, shall be the exclusive property of Disclosing Party and shall be destroyed or returned to Disclosing Party if and when so requested for whatever reason by the Disclosing Party.
3.2 The Participant shall disclose the Confidential Information only to others who need to know the Confidential Information for the purpose and who are informed by the Participant of the confidential nature of the Confidential Information. The Participant agrees to take all necessary and appropriate steps to safeguard the Confidential Information from disclosure to anyone other than as permitted hereby.
3.3 No representation, warranty or undertaking, express or implied, is or will be made or given and no responsibility or liability is or will be accepted by Disclosing Party or by any of its representatives to the accuracy or completeness of the Confidential Information made available.
Article 4
4.1 This declaration does not apply to any Confidential Information:
(A) which is already or becomes public knowledge through no fault or breach of this declaration by the Participant;
(B) which is proven to have been developed by the Participant independently, without any reference to the Confidential Information, as evidenced by written records;
(C) which the Participant is ordered to disclose pursuant to law or any governmental or court order, provided that the Participant will give first notice of such disclosure to Disclosing Party.
Article 5
5.1 The Participant acknowledges and agrees that the Confidential Information is sensitive to Disclosing Party’s business and that Disclosing Party will be irreparably harmed in the event that any of the provisions of this declaration are not performed in accordance with its specific terms or is otherwise breached.
5.2 In the event of a breach of article 2 or 3 of this declaration, Participant shall pay to Disclosing Party, the sum of EUR 100,000 (in words: one hundred thousand euros) for each individual breach without any prior notification required, without prejudice to any other rights and claims, including its right to recover damages in excess of the amounts specified in this article.
Article 6
6.1 This declaration will take effect from the effective training date and shall remain in effect for a period of two (2) years.
6.2 The articles 2, 3 and 5 shall remain in effect for a period of five (5) years after expiration or termination of this declaration.
Article 7
7.1 This declaration shall be governed by and construed in accordance with the laws of the Netherlands.
7.2 Any dispute arising out of or in connection with this declaration shall be settled exclusively by the court of Oost-Brabant, location ‘s Hertogenbosch, the Netherlands.
