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Non-Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is entered on the 19.07.2022 (the “Effective
Date”), by and between Artes Studio Ltd. a company incorporated under the laws Israel, No
516629839, with registered offices at 94 Yigal Alon St. Tel-Aviv, Israel (“Discloser”), and ___________,
C.N./I.D. No. _____________ having a place of business located at _______________ (“Recipient”).

WHEREAS the Discloser and the recipient have exchanged or desire to exchange certain Confidential
Information (as defined below) for purposes of evaluating a potential business transaction between
the Parties;

Now therefore in consideration of the mutual promises herein, the Parties agree as follows:

1. For the purpose of this Agreement, the term Confidential Information shall mean any and all
information, in tangible (paper, disk or other) or non-tangible (oral or visual) form, whether
of a financial, commercial, technical or other nature, including without limitation, inventions,
know-how, trade-secrets, intellectual property, patents, customers, contracts, budgets,
plans, product development plans, research activities and results, improvements, techniques,
inventions (whether patentable or not), business policies, practices, processes or ideas, and
all other information relating to the Discloser's and/or its affiliates business and operations
whether identified at the time of disclosure as proprietary or confidential or which a
reasonable person would recognize from the surrounding facts and circumstances to be
proprietary or confidential including names (private) of the people/C level/ shareholders or
any related person, which involved in the project for which this Agreement was formed
(“Confidential Information”).

2. Recipient shall maintain the Confidential Information in confidence, and protect it from
disclosure, using the same degree of care, but no less than a reasonable degree of care, as
Recipient uses to protect its own confidential information.

3. Recipient may use the Confidential Information only for the purpose of evaluating the possible
business relationship between the Parties and shall prevent any other use, dissemination,
communication, or publication of the Confidential Information. Recipient may only provide
the Confidential Information to its employees or advisors having a need to know, provided
that they are bound by a confidentiality agreement with the Recipient no less restrictive than
this Agreement. Recipient shall be responsible for any breach of the Agreement made by its
employees or advisors as if Recipient itself had made such breach.

4. The Recipient's obligations pursuant to this Agreement shall not apply with respect to
Confidential Information which the Recipient can prove: (a) was known to Recipient before
receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of
Recipient; (c) is rightfully received by Recipient from a third party which owes no obligation of
confidentiality to the Discloser; or (d) is independently developed by Recipient.

5. Specific information disclosed as part of Confidential Information shall not be considered


available to the general public or in the prior possession of the Recipient merely because it is

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embraced by more general information available to the general public or in the prior
possession of the Recipient.

6. If Recipient is required to disclose Confidential Information to a government body or court of


law, Recipient agrees to give Discloser notice so that Discloser may contest the disclosure or
obtain a protective order. Recipient shall only disclose that portion of the Confidential
Information that Recipient is legally obligated to do so. The Recipient shall use its best efforts
to have such disclosed Confidential Information treated as confidential.

7. This Agreement shall commence on the Effective Date and will cover all Confidential
Information disclosed within 12 months thereof.

8. The Recipient’s obligations hereunder respecting any particular Confidential Information


disclosed hereunder shall continue perpetually and survive termination hereof.

9. Recipient does not acquire any intellectual property rights or licenses under this Agreement,
or rights to use the Confidential Information disclosed under this Agreement, except in
accordance with the limited right of use set out in section 3 above.

10. Recipient shall not reverse engineer, or use the design or ideas or technologies embodied in
the Confidential Information, nor shall it manufacture and/or allow others to copy, use,
reverse engineer or manufacture the Confidential Information or any embodied or related
technology or ideas.

11. Recipient shall make no copies of any of Discloser's Confidential Information without the prior
written consent of Discloser, such consent to be given or withheld at Discloser's sole
discretion. Upon the completion or abandonment of the contemplated business relationship
and in any event, upon the written request of Discloser at any time, whether before or after
the completion or abandonment of such relationship, Recipient shall return promptly to
Discloser all Confidential Information along with all copies, extracts and other objects or items
in which it may be contained or embodied, or at Discloser’s option, shall destroy all such
material.

12. The Recipient recognizes that all Confidential Information furnished under this Agreement is
provided by Discloser on an “as is” basis and Discloser makes no representations or warranties
hereunder, whether express or implied with respect thereto. The Recipient agrees that
Discloser shall not have any liability to the Recipient arising from the Confidential Information.

13. Nothing in this Agreement shall be deemed to obligate Discloser to disclose any information
to Recipient, or to negotiate or enter into any agreement or relationship with Recipient.

14. Recipient acknowledges and agrees that due to the unique nature of the Confidential
information, any breach of this Agreement may cause irreparable harm to Discloser for which
damages are not an adequate remedy. Recipient agrees that, in addition to all other remedies
provided at law or in equity, Discloser shall be entitled to injunctive relief hereunder.

15. Recipient may not at any time assign or transfer any of its legal, beneficial or other rights,
benefits and/or obligations under this Agreement without the prior written consent of
Discloser.

16. This Agreement shall be governed by the laws of Israel only with exclusive jurisdictions to the
courts of Israel. Any dispute shall be subject to arbitration to be conducted confidentially by
a single arbitrator appointed by the Israel Chamber of Commerce in accordance with the rules

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of the International Chamber of Commerce Rules of Arbitration. The enforceability of this
Section (Dispute Resolution. Arbitration) will be both substantively and procedurally governed
by and construed and enforced in accordance with the 2012 (as revised in 2017) International
Chamber of Commerce Rules of Arbitration, to the maximum extent permitted by applicable
law. The International Chamber of Commerce Rules of Arbitration and additional information
about International Chamber of Commerce are available at https://iccwbo.org/dispute-
resolution-services/arbitration/rules-of-arbitration/.

17. This Agreement consists of 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 hereto. This Agreement may not be modified except by written instrument signed by
a duly authorized representative of each party hereto.

Agreed and Accepted by the Parties

___________________________ _____________________________

Discolser Recepient

Francisco Mayuri
By: _______________________ By: __________________

Date: ___________________ 20/07/2022


Date: _________________

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