THIS NON-DISCLOSURE AGREEMENT made and entered into effective as of 06/10/2017 (the “Effective Date”) by and between Act One srl, having its principal place of business at via camperio 9 20123 milano MILANO Italy (hereinafter referred to as "Company" or “Recipient”) and LM3LABS s.a.r.l., having its principal place of business at 300, route des Cretes, 06560 Sophia-Antipolis, France (hereinafter referred to as "LM3" or “Discloser” or "LM3LABS"),
WHEREAS, Company is engaged, among others, in sales and business development activities (hereinafter referred to as the "Sales");
WHEREAS, LM3LABS wants to grow its business (hereinafter referred to as the “Technology”) applicable to the Products;
WHEREAS, each party desires to evaluate possible business opportunities between the parties in connection with the Technology and Sales;
WHEREAS, in order to accomplish such evaluation (hereinafter referred to as the "Purpose"), each party may disclose to the other certain technical and business information which the disclosing party considers confidential and proprietary;
NOW, THEREFORE, in consideration of the mutual covenants and understandings hereinafter set forth, the parties hereto hereby agree as follows:
As used herein, the following terms shall have the meanings set forth below.
1.1 "Confidential Information" means any and all data and other information (i) which is disclosed by one party (hereinafter referred to as "Discloser") to the other party (hereinafter referred to as "Recipient") in written or other tangible form and clearly marked as “Confidential”, or (ii) which is disclosed orally or visually and designated as confidential at the time of the oral or visual disclosure and, further, within thirty (30) days after the oral or visual disclosure the summary of which is furnished to Recipient in writing clearly marked as “Confidential”.
1.2 "Subsidiary" of one party hereto means a corporation, company or other entity more than 50% of whose outstanding shares or securities (representing the right for the election of directors or other managing authority) are, now or hereafter, owned or controlled, directly or indirectly, by that party, but such corporation, company or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.
This Agreement shall cover the Confidential Information disclosed hereunder within two (2) years after the Effective Date unless this period is extended for a specified time by written agreement of the parties.
Recipient shall use Discloser's Confidential Information solely for the Purpose. Recipient shall make no other use of Discloser's Confidential Information disclosed under this Agreement without Discloser's prior written approval.
4.1 Recipient shall treat Discloser's Confidential Information received under this Agreement as proprietary property of Discloser and maintain such Confidential Information in strict confidence. Recipient shall not disclose any of Discloser's Confidential Information to any third party or person except the employees of Recipient or its Subsidiaries who have a legitimate need to know such Confidential Information for the Purpose. Recipient shall take reasonable and appropriate action by instruction to or agreement with its employees and its Subsidiaries who are permitted access to Discloser's Confidential Information to satisfy its obligations hereunder.
4.2 Recipient may make copies, in whole or in part, of Discloser's Confidential Information only to the extent necessary for the use thereof by Recipient in accordance with this Agreement, provided that Recipient shall reproduce and include Discloser's proprietary and confidentiality notice on each such copy.
- Recipient shall return to Discloser or destroy all the materials containing Discloser's Confidential Information within thirty (30) days after the written request by Discloser at the termination of the evaluation activities in the Purpose.
- Recipient restricts from making business with Discloser’s competitors during the validity of this document.
The confidentiality and restricted use obligations imposed by this Agreement upon Recipient shall not extend to any information which:
(a) is publicly available or becomes publicly available through no fault of Recipient;
(b) is already in the lawful possession of Recipient without restriction prior to disclosure to Recipient hereunder;
(c) is legitimately obtained by Recipient without restriction from a source other than Discloser; or
(d) is at any time developed independently by employees of Recipient or its Subsidiaries.
In any event, the obligations imposed on Recipient under Sections 3 and 4 above shall terminate three (3) years from the date of each disclosure of the Confidential Information hereunder.
7.1 DISCLOSER DISCLAIMS ANY WARRANTY (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT) REGARDING DISCLOSER’S CONFIDENTIAL INFORMATION.
7.2 No license is hereby granted by either party to the other party, directly or indirectly, under any patent, trademark, trade secret or other intellectual property.
7.3 Nothing in this Agreement shall be construed as obligating either party to disclose its Confidential Information.
7.4 Neither party has an obligation under this Agreement to purchase any product or service from the other party or to develop, manufacture or market any product.
7.5 Nothing contained herein shall be construed as restricting either party from developing any products or systems.
8.1 The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of France.
8.2 The parties do not intend that any agency or partnership relationship be created between them under this Agreement.
8.3 This Agreement shall be personal to the parties hereto. No rights or obligations hereunder shall be assignable without the prior written consent of the other party.
8.4 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no understandings or representations of any kind with respect to such subject matter except as expressly set forth herein. This Agreement shall not be altered, changed, supplemented or amended except by written instrument or instruments signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate by their duly authorized representatives as of the date first above written.
For LM3LABS s.a.r.l.:
For Act One srl:
|Nicolas Loeillot||Francesco Galano|
IP Address: 184.108.40.206