Unilateral Non Disclosure Agreement
This Non Disclosure Agreement (this "Agreement") is entered as of the last date of signatures indicated below by and between Name ID 00000000 , a Title residing in City, State and/or his specified representatives ("Disclosing Party") and Name from Kyiv, Ukraine ("Receiving Party"). The parties wish to ensure due protection of Confidential Information under this Agreement.
1. Receiving Party acknowledges that it may receive information regarding the activities and business of Disclosing Party, all whether in oral, written, graphic, or machine-readable form, or in any other form, including, without limitation, concepts, techniques, processes, methods, systems, designs, drawings, photographs, models, prototypes, computer programs, research materials, formulas, development or experimental work, work in progress, mask work, inventions, cost data, marketing plans, product plans, business strategies, financial information, forecasts, personnel information and customer or supplier lists (collectively, "Confidential Information"). For the avoidance of doubt, nothing herein shall be deemed to impose on Disclosing Party any duty or obligation to disclose any such information to Receiving Party, and such disclosure shall be at all times at Disclosing Party's sole and absolute discretion. Furthermore, nothing herein shall be deemed to create any representation that the Confidential Information, or any part of it, is whole, accurate or correct.
2. Notwithstanding the aforesaid, information shall not be deemed as Confidential Information, for purposes of this Agreement, if: (a) such information is in the public domain at the time of disclosure, or subsequently becomes part of the public domain, through no breach of Receiving Party of its obligations hereunder; or (b) such information is received by Receiving Party from a third party exempt from confidentiality undertakings; or (c) Receiving Party can show documentary evidence that such information was in its possession at the time of disclosure, and Receiving Party so advised Disclosing Party immediately upon disclosure; or (d) Receiving Party is compelled by court or government action pursuant to applicable law to disclose such information, provided, however, that Receiving Party gives Disclosing Party prompt notice thereof so that Disclosing Party may seek a protective order or other appropriate remedy, and further provided that in the event that such protective order or other remedy is not obtained, Receiving Party shall furnish only that portion of the Confidential Information which is legally required, and shall exercise all efforts required to obtain confidential treatment for such information.
3. The Confidential Information shall be used by Receiving Party for the sole purpose of Visual Enhancement of the “title of product”
4. Receiving Party hereby acknowledges that the Confidential Information is highly confidential, and undertakes that, at all times, it: (i) shall treat and maintain the Confidential Information as confidential, and hold all such Confidential Information in trust and in strict confidence, utilizing the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (ii) shall not disclose the Confidential Information to any third party; (iii)shall use the Confidential Information solely for the limited purpose mentioned in Section 3 above; and (iv) shall not use and shall not make copies of the Confidential Information for any purpose.
5. The Receiving Party undertakes to disclose the Confidential Information only to those of its employees and consultants (provided, with respect to such consultants, that disclosure to any consultant shall be made only after receipt of written consent of the Disclosing Party) (each, a "Representative") who have to be so informed in order to ensure its proper evaluation, and provided that such Representatives are bound by written confidentiality and non-use undertakings towards the Receiving Party which are at least as restrictive as those in this Agreement. Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by all Representatives, and it represents that it has instituted policies and procedures which provide such adequate protection for the Confidential Information. Without derogating from the aforesaid, Receiving Party shall bear full responsibility for any harm caused to the Disclosing Party by disclosure to Representatives.
6. To the extent that any portion of the Confidential Information contains proprietary and confidential notices or legends, Receiving Party shall not remove such notices or legends, and shall produce the same on each and every copy of the Confidential Information produced by it.
7. Upon Disclosing Party's first demand, Receiving Party shall return to Disclosing Party, or destroy, at Disclosing Party's discretion, all Confidential Information, including all records, products and samples received, and any copies thereof, as well as any notes, memoranda or other writings or documentation which contain or pertain to the Confidential Information or any portion thereof, whether in its possession or under its control, and shall erase all electronic records thereof, and shall so confirm to Disclosing Party in writing.
8. The Confidential Information and all right, title and interest therein will remain at all times the exclusive property of Disclosing Party. Nothing hereunder may be construed as granting to Receiving Party any right, warranty or license by implication or otherwise under any patent, copyright, know-how or design rights, or other form of protection of industrial or intellectual property, or as creating any obligation on the part of Disclosing Party to enter into any employment or business relationship whatsoever or to offer for sale any service or product.
9. Receiving Party recognizes, acknowledges and agrees that Disclosing Party may be irreparably harmed if Receiving Party's obligations and undertakings herein are not specifically enforced, and that Disclosing Party would not have an adequate remedy at law in the event of actual or threatened violation by Receiving Party of such obligations and undertakings. Therefore, Receiving Party agrees that Disclosing Party shall be entitled to seek and obtain an injunction, without bond, or to an appropriate decree of specific performance or any other appropriate equitable relief.
10. All of the Disclosing Party's rights hereunder and all of the Receiving Party's obligations and undertakings hereunder shall be in full effect for a period of 5 years from the date of execution, provided, however, that the confidentiality and non-use obligations of the Receiving Party under this Agreement shall survive for an unlimited period of time after its termination, cancellation or expiration for any reason whatsoever, so long as any information disclosed by Disclosing Party to Receiving Party under this Agreement remains Confidential Information of Disclosing Party.
11. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements with respect thereto. This Agreement shall not be construed by either party in any manner to be an obligation to enter into a subsequent agreement of any kind, written or oral. This Agreement may not be modified except by written instrument signed by a duly authorized representative of each party hereto. No failure, delay of forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party's rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms of conditions hereof. In the event that it shall be determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement unless the purpose of this Agreement is substantially frustrated thereby. This Agreement shall be governed by the laws of the Disclosing Party State and any dispute arising out of or in connection with this Agreement is hereby submitted to the sole and exclusive jurisdiction of the competent courts in Ukraine.
(Фізична особа-підприємець Шмігач Людмила Анатоліївна)
Taxpayer Identification Number (ІПН): 3285410348
Tax Status: Single Tax Payer (Simplified Tax System)
Registered Business Address:
33018, Ukraine, Rivne,
2 O. Borysenko Street, Off. 38
For the purposes of these Terms of Service, the above-listed sole proprietor is referred to as the “Service Provider”, “Seller”, or “Disclosing Party”, as applicable.