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CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT dated BETWEEN:

1. […], a company according to the laws of […], having its principal place of business at […].

2. DMT Milieutechnologie B.V. and DMT Environmental Technology B.V. (“DMT”), limited
liability companies according to Dutch law having its principal place of business in (8501
SN) Joure at the Yndustrywei 3 in the Netherlands

hereinafter collectively referred to as “Parties”, and “Party” if any one of the Parties is meant

WHEREAS:

a. Parties are to investigate developing projects for the production of biomethane in (the
“Projects”);

b. For the purpose of the collaboration (the “Purpose”) each Party intends to review certain
proprietary and confidential information of the other Party and each Party is willing to
disclose and/or have disclosed such information to the other Party on the basis that it is
protected as provided in this agreement.

HAVE AGREED as follows:

Article 1 Interpretation

1.1 In this agreement, the following terms have the meaning set forth hereafter, unless the
context requires otherwise:

“Disclosing Party”: the Party that discloses and/or whose Representatives


disclose Information to the other Party (the “Receiving
Party”);

“Group Companies”: any of Atmos’s group companies or DMT’s group companies


from time to time;

“Information”: any and all information or material proprietary to one of the


Parties or designated by one of the Parties as proprietary or
confidential, which a Party may be given, obtain knowledge
about or access to, through or as a result of the relationship
between the Parties, whether written or otherwise, whatever
the medium or form of disclosure and whether before or after
the signing of the Agreement, including all analyses,
complications, data, studies, conclusions or other documents
prepared by the Receiving Party and derived from or in
connection with such information;

“Party/Parties”: the parties to this Agreement;

“Receiving Party”: the Party that receives and/or whose Representatives receive
Information from the other Party;

“Representative”: any person providing or receiving Information on behalf of the


Disclosing Party or Receiving Party.

1.2 In this Agreement, unless otherwise specified:

a. references to articles, paragraphs, and schedules are to articles, paragraphs and


schedules to this Agreement;

b. references to a “person” shall be construed so as to include any individual, firm,


company, government, state or agency of a state or any joint venture, association or
partnership (whether or not having separate legal personality);

c. headings to articles and schedules are for convenience only and do not affect the
interpretation of this Agreement;

d. where in this Agreement any word or phrase in the Dutch language has been inserted
in the text after any word or phrase, this Agreement shall be construed as if the
meaning of such English language word or phrase is the meaning which the laws of the
Netherlands attribute to such Dutch language.

Article 2 Confidentiality

2.1 The Parties acknowledge the confidentiality of the Information and agree to be subject to
the following obligations with respect to the Information received by it as Receiving
Party:

a. to keep the Information strictly confidential and secret, and not, without previous
written consent of the Disclosing Party, to disclose the Information to any third party
(except as provided in paragraph b below);

b. to disclose or divulge the Information (whether directly or indirectly and by whatever


means or method) only to (i) those officers, representatives, agents, advisors,
consultants, student trainees and employees of the Receiving Party who reasonably
have reason or need to know such Information for the Purpose, and whom the
Receiving Party has no reason to believe are untrustworthy or may violate the
provisions of this agreement, or (ii) such consultants, representatives or third-party
experts or advisors who reasonably have reason or need to know Information for
the Purpose, and further provided, that such third-party experts or advisors execute
a written confidentiality agreement;

c. to ensure that such individuals or persons set forth in paragraph b above do not disclose
any Information to any individual or person (whether or not employed by the
Receiving Party) except to those who have such a need to know;

d. segregate and store securely all materials and devices that contain or evidence
Information;
e. notify the Disclosing Party immediately if Information is disclosed in violation of the
agreement or is otherwise lost or unaccounted for; and

f. not to use the Information received from the Disclosing Party for any purpose other than
the Purpose.

2.2 Parties agree that a violation of confidentiality as laid down in Article 2.1 by a person
referred to in Article 2.1.b is deemed to be a violation of the Party to which that person
belongs.

Article 3 Exceptions

3.1 Notwithstanding the provisions of Article 2, the Receiving Party may disclose Information,
if and to the extent:

a. the Information has come into the public domain through no act or omission of the
Receiving Party;

b. the Information was already known to the Receiving Party (other than through a
breach of confidentiality obligations as determined in this agreement) prior to the
relevant Information being furnished to it by the Disclosing Party;

c. the Information was obtained by the Receiving Party from a third Party under
conditions permitting its disclosure to others;

d. the Information was independently developed by the Receiving Party;

e. if and to the extent the Disclosing Party has given prior written consent to the
disclosure.

3.2 The Receiving Party is not liable for disclosing the Information when required by an
authority, court order, law or regulation, provided that the Receiving Party notifies the
Disclosing Party as soon as possible upon becoming aware of any such requirement.
Any Information to be disclosed pursuant to this Article shall be disclosed only after
consultation with the Disclosing Party, to the extent possible allowing the Disclosing
Party to seek appropriate measures to avoid disclosure, and only the minimum amount
of Information required to comply with such obligation shall be released.

Article 4 Property Information

4.1 All Information, as well as its mediums and reproductions, provided by the Disclosing
Party to the Receiving Party shall remain the property of the Disclosing Party, and the
Agreement shall not be construed as conferring any right of use for the benefit of the
Receiving Party other than for the Purpose.

4.2 The Receiving Party will not use the Information to modify its products and/or procedures
without permission of the Disclosing Party.

Article 5 Duration
5.1 The Agreement shall be effective as of the date of its execution, unless prior to the date
of its execution Information was already disclosed by the Disclosing Party, in which case
this Agreement shall be effective as of that moment, and shall remain in force until (i)
completion of the Projects or (ii) upon written notice by any Party of its intention to no
longer pursue the Projects, whichever is earlier. Following termination of this agreement
and the proper return of the Information pursuant to Article 6, the confidentiality
obligations set forth hereunder will continue in effect for a period of 5 (five) years.

Article 6 Return of Information

6.1 Any Information disclosed shall be returned by the Receiving Party to the Disclosing Party
or destroyed immediately upon request without the Receiving Party or its Affiliates
retaining copies thereof.

Article 7 Penalty

7.1 Upon the occurrence of any event which constitutes a breach under this agreement by
the Receiving Party, the Receiving Party will automatically forfeit to the Disclosing Party
a penalty in the amount of EUR 100.000 ([one hundred thousand euros]) and the
Receiving Party will forfeit to the Disclosing Party an additional an amount of EUR
10.000 (ten thousand euros) for every day that the breach continues, all without
prejudice to Disclosing Party’s right to recover the actual damages and/or claim
performance.

Article 8 Entire Agreement

8.1 This agreement constitutes the entire and only agreement between the Parties pertaining
to the subject matter hereof. Any prior drafts, agreements, or any other prior
understandings related to the subject matter hereof, whether written or oral, are null
and void.

8.2 If at any time any provision of this agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, that shall not affect or
impair:

a. the legality, validity or enforceability in that jurisdiction of any other provision of this
agreement; or

b. the legality, validity or enforceability under the law of any other jurisdiction of that or
any other provision of this agreement, and

8.3 the Parties shall replace the non-binding provision with another provision that is binding,
in such a way that the new provision differs as little as possible from the non-binding
provision, taking into account the object, the intent and the purpose of this agreement.

Article 9 Miscellaneous
9.1 No amendment of this agreement shall be effective unless such amendment is in writing
and signed by or on behalf of each of the Parties.

9.2 Except as otherwise expressly provided in this agreement, no Party may, unless with the
prior written consent of the other Party, assign or otherwise transfer, in whole or in part,
any of its rights and obligations under this agreement.

9.3 Any notice, request, claim, demand and other communication in connection with this
agreement shall be in writing and shall be sent to the addresses as set out in the
introduction of this agreement.

9.4 French law applies to this agreement.

9.5 All disputes arising out of or in connection with the present contract shall be finally
settled under the Rules of Arbitration of the International Chamber of Commerce by one
arbiter appointed in accordance with the said Rules with proceedings in Paris in the
English language according to the applicable law.

THIS AGREEMENT is signed on the first date mentioned above by:

[…] DMT

___________________ ___________________
by : by : Erwin Dirkse, CEO

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