NON-DISCLOSURE AGREEMENT
Effective Date: ________
The Company:
__________________________________________________
____
This Non-Disclosure Agreement is entered into and between
LIMA AIRPORT PARTNERS S.R.L. ("LAP") and the
Company (the "Parties"). For purposes of protecting certain
confidential information (the "Confidential Information") that
may be disclosed between LAP and the Company, both
parties hereby agree as follows:
1. Contact Information: The main contacts of the Parties under this
Agreement are:
On behalf of LAP:
Name:
Position:
Address: Av. Elmer Faucett S/N, Callao.
E-mail:
Name:
Position:
Address: Av. Elmer Faucett S/N, Callao.
E-mail:
On behalf of the Company:
Name:
Position:
Address:
E-mail:
2. Description of Confidential Information . "Confidential
Information" is any non-public information and/or documentation,
whether oral, written, graphic or electronic, provided by any party
or exchanged between the Parties, or provided by their officers,
employees, consultants and/or advisors, in connection with the
purpose of discussing any commercial opportunities or
commercial strategy the parties would set forth on its respective
business at the Jorge Chavez International Airport (the
"Purpose"). The details of the information to be shared are
included in the Single Annex, which is not limitative, but may be
expanded by the Discloser, in which case such additional
information shall also be treated as Confidential Information.
The recipient of Confidential Information ("Recipient") shall be bound to
protect the Confidential Information being disclosed by the other Party
("Discloser"). The Recipient undertakes not to make improper use of the
Confidential Information, being understood such as to a different use for
which it was delivered, either for its own benefit and/or for the benefit of
third parties, and the referred use shall be limited to the "Purpose" of this
Agreement.
3. Term of the Agreement. This Agreement shall be effective from
_____ 2023, (“Effective Date”) and be in force thereafter for a term of
twenty-four (24) months (“Term”). The Recipient will keep the
Confidential Information of the Discloser in confidence during the
effective term of this Agreement.
4. Protection of Confidential Information. The Recipient will
protect the Confidential Information with the same degree of care,
but not less than a reasonable standard of care, as would be used
by the Recipient to protect its own confidential information of similar
nature in order to prevent the disclosure or publication of
unauthorized Confidential Information. The Recipient’s obligation of
Confidentiality extends to all personnel, officials and/or third parties at its
service who have access to such information and / or documents.
In the event that the Recipient discovers that the Confidential
Information has been misused, it shall immediately: (a) serve a notice
to the other Party; (b) take all reasonable steps to minimize the impact
of use, dissemination and/or publication; and (c) take steps to prevent
further disclosure of confidential information.
5. Excluded Information. This Agreement does not impose any
obligation on the Recipient in relation to Confidential Information
that (a) was in the Recipient's possession prior to being received by
the Developer; (b) is or becomes public knowledge through no fault
of the Recipient; (c) is lawfully received by the Recipient from a third
party, without any obligation of confidentiality; (d) is disclosed by the
Recipient under the prior written consent of the Discloser; or; (e) is
information whose disclosure has been required by a court, and
shall be communicate to the other Party prior to such disclosure taking
place.
6. Intellectual Property Rights and Personal Data. Neither Party
acquires intellectual property rights in any Confidential Information
disclosed under this Agreement. The Parties shall not use any
Confidential Information to create any property, product, service, or
intellectual technology based on, developed with, derived from, uses,
input, or incorporation of any Confidential Information.
Likewise, the Parties will comply with the regulations in force related to
personal protection data as applicable.

7. Independent Development and Non-Exclusivity. Neither
Party shall be obligated under this Agreement to purchase, or
otherwise acquire services or products and/or in general, to engage
commercially with the other Party, . The Parties do not intend to
create any agency, association or joint venture relationship under
this Agreement between them.
The Parties acknowledge that this Agreement does not confer any
exclusivity rights between them. Nothing in this Agreement shall
ban either Party from any conversation, discussion or negotiation
with any third party for any reason related to any product, service or
business relationship that does not include nor refer to confidential
information disclosed by any Party under this Agreement.
8. Liability. Each Party undertakes to indemnify for and to hold the
other party harmless from any damages occurred as a result of any
breach of this Agreement.
9. Return of Confidential Information. At the request of the
Discloser, all Confidential Information provided to the Receiver shall
be returned and/or destroyed as well as all copies thereof, the
same which shall be certified in writing by an affidavit. The return
and/or destruction of any confidential information shall not mean a
waiver of the confidentiality obligations set forth herein.
In witness whereof, this Agreement is signed on this ____ day of ___________, _____.
LIMA AIRPORT PARTNERS S.R.L.:
Authorized signature:
Name:
Authorized signature:
Name:
10. Applicable Law. The validity, interpretation and enforcement of this
Agreement shall be governed by and construed in accordance with the
Peruvian Law. Any dispute arising out of between the Parties, which cannot
be settled by mutual agreement, shall be submitted to national arbitration-at-
law, conducted by a sole arbitrator under a proceeding managed and
coordinated under with the National and International Arbitration Center of
the Chamber of Commerce of Lima and its regulations in force, being a
supplemental application the Legislative Decree No. 1071, which rules an
arbitration and its amendments under whose arbitral jurisdiction the Parties
are submitted.
11. General provisions. Any notice or consent under this Agreement shall
be filed in writing. This Agreement constitutes the entire agreement related to
the Confidential Information disclosed herein and supersedes any and all
prior agreements whether in written or oral form regarding such Confidential
Information. Any annex or amendment thereto shall be made in writing and
signed by authorized representatives of both Parties. If any term or provision
of this Agreement becomes null or void, the validity of the remaining
provisions thereto shall not be affected.
Neither Party may assign or transfer this Agreement or the rights and
obligations arising therefrom to any third party without the prior consent of
the other Party.
THE COMPANY:
Authorized signature:
Name:
Authorized signature:
Name:
 NON-DISCLOSURE AGREEMENT
SINGLE ANNEX

For purposes of this Agreement, the Recipient shall be_

The Discloser Lima Airport Partners S.R.L will provide the following Confidential Information:

1. Documentation “REQUEST FOR QUALIFICATION F&B business concession at Lima International Airport - NEWLIM.” And respective annexes.
2. Additional information on the commercial business strategy and vision related to the “Jorge Chávez” International Airport expansion project.

The detail of this information is not limitative and may be expanded by the Discloser, in which case such additional information shall also be treated as
Confidential Information.