MAE S.p.A., a company duly established and validly existing under the laws of Italy, with registered offices in Via Bolzoni 51-53, Piacenza 29122, for the purposes of this Agreement acting through its President, Mr. Marco Rovellini
_________________ a company duly established and validly existing under the laws of __________________, with registered offices in ______________________________________________
(hereinafter, “the Company”)
MAE and COMPANY are individually referred to as one “Party” and collectively referred to as the “Parties”
- MAE is as world-renowned equipment and plant manufacturer for man-made fiber based on proprietary wet-spinning and dry-jet wet spinning technologies, extended from polymerization to spinning and finished products handling. This experience includes, but is not limited to PAN based carbon fiber precursor, cellulose fiber, acrylic fiber and others. Therefore, MAE owns special market knowledge, information on products and their manufacture, industrial property rights and knowhow.
- The Parties have agreed to hold discussions in view of having a possible business relationship with respect to PAN precursor and carbon fiber manufacturing technologies owned by each Party (hereinafter, “Project”); and
- In relation to the Project, each Party may disclose to the other Party, information which may be (or be considered by the Disclosing Party, as being) confidential, and the Parties wish to set forth in the present Agreement their mutual undertaking regarding the absolute confidentiality of: (a) all Information provided, and received, as applicable, by either Party; and (b) the existence and content of all and every discussion held and to be held between the Parties.
NOW THE PARTIES AGREE AS FOLLOWS
In this Agreement:
- “Disclosing Party” shall mean the Party which discloses to the other party (the “Receiver”) the Information as hereinafter defined.
- “Information” shall mean any document or information in whatever form the origin of which is directly or indirectly, in whole or in part, the Disclosing Party, or generally relating to its business and which is not available to the Receiver and/or to third parties, excluding information that:
- is in the public domain at the time of disclosure, or is subsequently made available to the general public or to the Receiver through no fault of the Receiver; or
- was known to the Receiver before or at the time of disclosure by other means than through disclosure by the Disclosing Party; or
- becomes known to the Receiver through a third party without similar restrictions as to its disclosure or use; or
- is independently developed by the Receiver.
- “Discussions” shall mean each and every discussion, correspondence, contact of whatever kind and in whatever form, directly or indirectly relating to the Project.
- The Receiver has received the Information in connection with its consideration of the Project. As a general rule, the Receiver is therefore not entitled to disclose to any third party whatsoever the Information received from the Disclosing Party.
- Unless previously authorized in writing by the Disclosing Party, the Receiver (i) shall refrain from using the Information for purposes other than the execution of the Project and the Discussions related thereto, (ii) shall refrain from disclosing (or in any way giving access to ) the Information to persons or entities within its organization which are not directly involved in the Project and/or the Discussions, nor to whatever third parties (including, but not limited thereto, persons or entities affiliate to the Receiver), excepted law, accounting or other firms which may assist the Receiver in the Project and/or Discussions and provided that, in all such cases, the Receiver shall be responsible in case of disclosure and/or use any Information by the said persons, entities and/or other third parties.
Without limiting the generality of the foregoing, the Receiver in particular undertakes strictly refrain from using or disclosing the Information in a way or manner that could allow or facilitate the access to the Information by competitors of the Disclosing Party.
- Neither the holding of Discussions nor the disclosure of Information between the COMPANY and MAE shall be construed as granting any license or right to use the Information other than for the limited purpose stated herein
- The COMPANY and MAE acknowledge that the other Party’s disclosure of Information is made without any representation of warranty as to the accuracy or completeness of such Information and the Disclosing Party shall have no liability for errors or omissions in such Information except in the case of intentional misrepresentation.
- Unless previously agreed by the Parties in writing, the Discussions shall be kept by each Party strictly confidential. The present confidentiality undertaking implies that the Party undertakes to keep secret and confidential both the existence and the substance of the Discussions.
- The obligation set forth in this Agreement shall be effective for a period of 5 (five) years from the date of this Agreement. It remains understood that at the expiration of the validity of this Agreement both Parties will continue to keep strictly confidential the information of the other Party.
- In the event that Discussions shall not end in a business relationship between the Parties, the Receiver will upon written request of the Disclosing Party, and without limiting the obligations of the Parties under paragraph 2 above, promptly (i) return to the Disclosing Party all documents received which contain Information, including any copies made by the Receiver, (ii) destroy all documents prepared by or for the Receiver which incorporate any Information and (iii) refrain from any use of Information for any reason whatsoever. The Receiver agrees to provide the Disclosing Party, upon request, with written certification that all Information has been returned and all documents incorporating any Information have been destroyed in accordance with the present paragraph.
- The Receiver acknowledges and agrees that any dissemination of the Information is likely to cause the Disclosing Party material and irreparable damages.
- Neither Party is authorized to directly or indirectly reverse engineer, disassemble, decompile, decode, copy or duplicate the other Party’s equipment and technologies, or sell copied or duplicated equipment and technologies, except as expressly permitted in writing by the other Party, and will further notify the other Party upon becoming aware of any other person engaging in any such activity.
- The Parties agree not to patent or describe in patent application any unpatented Information or data included in the Information supplied by the other Party;
- This Agreement is only for the benefit of the COMPANY and MAE, and shall not be construed as creating any rights in any other persons. Neither Party may assign this Agreement nor any rights obligations hereunder without the written consent of the other Party.
- This Agreement embodies the entire understanding between the Parties and supersedes any and all other agreements and understandings with respect to the subject matter hereof.
- PUBLICITY OF THE AGREEMENT
- The Parties procure that any external publicity relating to this Agreement and the Project shall be subject to the other Party’s prior written approval.
- For the avoidance of doubt, nothing in the Agreement grants (or may be deemed as granting) to either Party any right whatsoever in respect of the use of the image of the other Party, both for the duration of the Agreement and at any time thereafter.
- LAW, JURISDICTION
- This Confidentiality Agreement shall be construed and governed by and under the laws of the Switzerland without regard to its or any conflict of law principles.
- Any controversy or dispute between the parties arising out of or related to this Agreement shall be referred for amicable settlement to the Presidents or equivalent officers of the parties. If any such controversy or dispute is not resolved within 30 days as a result of this referral (or any such longer period as parties may mutually agree to in writing), then either party may submit the claim for binding arbitration under the current Rules of Arbitration of the International Chamber of Commerce. The number of arbitrator shall be one (1).
- The place of arbitration shall be Zurich, Switzerland. The language to be used in the arbitral proceedings shall be English. The arbitration award shall be final and binding on the parties.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed this ______________, in Fiorenzuola d’Arda.
|For and on behalf of||For and on behalf of|
|Mr. Marco Rovellini|