This Non-Disclosure Agreement is made by and between DATAMUNDI BV. for itself and any of its associated companies (including any subsidiary or holding company, or any subsidiary of such holding company), with an address in 3350 Linter (Belgium), Kwadeplasstraat 15, entered into the registry of companies held by Crossroads Bank for Enterprises under the number 0898.930.474, hereinafter referred to as "Disclosing Party" and the “Receiving Party” defined by full name and a valid e-mail address and is effective as of the date Receiving Party accepted this Non-Disclosure Agreement via email or DATAMUNDI BV. supplier relationship management system (hereinafter “Effective Date”). Disclosing Party and the Receiving Party may be hereinafter collectively referred to as the “Parties” and each individually as a “Party“.
The Receiving Party agrees not to subcontract any tasks or assignments from the Disclosing Party to any third party. The Receiving Party acknowledges that only they, and no one else, shall perform the work once a job is accepted. The Receiving Party understands that the Disclosing Party will cross-reference their work, and any attempt to subcontract would undermine the integrity and reliability of the work. The Receiving Party understands that the Disclosing Party tracks their work time in detail and agrees that this information may be used for the purpose of organizing Quality Control. The Receiving Party acknowledges and agrees that they are solely responsible for paying any taxes, social security fees, or similar obligations in their home country related to the work performed for the Disclosing Party. The Receiving Party understands that if they fail to spend a reasonable amount of time reviewing content or deliver poor quality work where more than 30% of the checked sample is unusable, they will not be paid for the work. The Receiving Party agrees to be compensated via bank transfer, Wise or Paypal if this is possible.
The Receiving Party shall use the Confidential Information only in connection with the business relationship with the Disclosing Party and shall make no other use whatsoever of the Confidential Information, except as expressly authorized by the Disclosing Party. For purposes of this Agreement, Confidential Information" shall mean all information, whether in written, oral, or electronic form, disclosed by the Disclosing Party to the Receiving Party during the term of their collaboration. Confidential Information includes, but is not limited to, patents, trade secrets, research and development plans, current and future products, product pricing, customer lists, markets, business plans, financial data, contractual terms, documentation, records, studies, reports, know-how, test results, software, software source or object code, and any other information which reasonably ought to be considered confidential based on its nature.
The following information shall not be subject to the obligations set forth in this Agreement: (a) Information that, at the time of disclosure, is publicly available or becomes publicly available through no fault of the Receiving Party. (b) Information that, after disclosure, becomes publicly available through no breach of this Agreement by the Receiving Party. (c) Information that the Receiving Party can demonstrate was already in its possession prior to receipt and was not subject to any confidentiality obligation. (d) Information disclosed to the Receiving Party by a third party who had the lawful right to disclose such information and without any restrictions on disclosure.
The Receiving Party agrees to treat Confidential Information with the same degree of care as it accords to its own confidential information of similar importance, but in no event less than a reasonable degree of care. The Receiving Party agrees that it will not use, disseminate, or disclose any Confidential Information to any third party, except to the extent necessary for negotiations, discussions, or consultations with personnel or authorized representatives of the Disclosing Party. Any other use of Confidential Information shall require prior written authorization from the Disclosing Party. Additionally, the Receiving Party may disclose. Confidential Information if compelled by a valid court order, provided the Disclosing Party is given prompt notice and an opportunity to contest the order. The Receiving Party shall disclose Confidential Information only to those employees or consultants who have a legitimate business need to know such information and who have previously agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information.
Upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information furnished under this Agreement. This includes all documents, memoranda, notes, and any other tangible materials that contain or are derived from Confidential Information. The Receiving Party shall certify in writing to the Disclosing Party that all such materials have been destroyed or returned, as applicable.
Except as expressly set forth in this Agreement, the Disclosing Party does not grant or convey any license or other proprietary rights under any patents, copyrights, or other intellectual property rights by transmitting Confidential Information to the Receiving Party. The Confidential Information is provided "as is," and the Disclosing Party makes no representations or warranties, either express or implied, with respect to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Receiving Party assumes all risks associated with the use of the Confidential Information and agrees that the Disclosing Party shall have no liability for any damages or losses resulting from such use.
The Confidential Information provided under this Agreement does not, and shall not be construed to, represent an inducement or commitment by the Disclosing Party to enter into any business relationship with the Receiving Party or with any other entity. Any future business relationships shall be governed by a separate written agreement.
The Receiving Party agrees not to solicit or offer employment to any employees of the Disclosing Party who are involved in the performance of the services under this Agreement, during the term of this Agreement and for a period of three (3) years following its termination. The Receiving Party agrees that, for a period of three (3) years following the termination of this Agreement, it shall not accept assignments or render services to any client of the Disclosing Party where the services of the Receiving Party are being sought, either directly or indirectly, in connection with the Disclosing Party's business.
This Agreement shall be effective as of the Effective Date and shall continue in effect for the duration of the business relationship between the Parties. This Agreement shall remain in effect for an additional period of three (3) years following the return or destruction of all Confidential Information in accordance with Paragraph 5, when accompanied by written notice of termination from the Disclosing Party.
The Parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party. Therefore, in addition to any other remedies available at law, the Disclosing Party shall be entitled to seek injunctive relief or specific performance to prevent any further violation of this Agreement, without the requirement of posting a bond or proving damages. In case of breach, the Disclosing Party may claim a contractual penalty of up to €10,000, which shall not preclude other legal or equitable remedies.
This Agreement may not be assigned, transferred, or otherwise encumbered by the Receiving Party without the prior written consent of the Disclosing Party.
This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, negotiations, and understandings relating to the use and disclosure of Confidential Information. Any modifications to this Agreement must be made in writing and executed by both Parties. If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of its right to do so in the future. The Parties agree that an electronic version of this Agreement, approved by the Receiving Party in the Disclosing Party's system, shall serve as a valid and enforceable legal document.
This Agreement was written in English. The Parties hereby declare that they fully understand its content and that it reflects their true and free will.
The Parties agree to submit to the exclusive jurisdiction of the courts located in LEUVEN, Belgium, for the resolution of any disputes arising under or in connection with this Agreement. This Agreement is governed by Belgian law.