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IDN - Site Visit NDA - DND-29-3-Def (1) - SIGNED ML
IDN - Site Visit NDA - DND-29-3-Def (1) - SIGNED ML
This Non-disclosure Agreement (this “Agreement”) is entered into as of [Insert date] , (the “Effective
Date”)
BETWEEN
INDUSTRIE DE NORA S.p.A., a company incorporated under the laws of Italy, and having its registered
office in Via Leonardo Bistolfi 35, 20134 Milan, Italy, including its divisions, wholly-owned subsidiaries
and/or controlled affiliates in which it directly or indirectly holds or controls the majority voting power
(hereinafter collectively referred to as "IDN")
AND
IDN and Visitor are also referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
A. IDN is a group of companies worldwide, listed on the Euronext Milan stock exchange, specializing in
electrochemistry; and
NOW, THEREFORE, in consideration of the rights and obligations herein set forth, the Parties agree as
follows:
1. PURPOSE
1.1. The purpose of this Agreement is to set forth the rights and obligations of the Visitor with respect to
the use, handling, protection and safeguarding of Confidential Information which is disclosed by IDN
to Visitor in connection with visiting the IDN’s site located at De Nora Deutschland GmbH on March
29, 2023 (“Site Visit”). Accordingly, Visitor accepts and agrees that all such Confidential Information
which is received by Visitor during or in connection with the Site Visit from IDN during the term of
this Agreement shall be used by the Visitor only in connection with the Purpose (as defined below)
and shall be protected by Visitor in accordance with the terms and conditions set forth below. The
Site Visit may include discussions of data and figures included in presentation or other marketing
materials distributed before, during or after the Site Visit by IDN (the “Materials”).
1.2. The Purpose of the Site Visit described in Clause 1.1 is for Visitor to gain overall knowledge of IDN’s
activities (the “Purpose”).
2. DEFINITIONS
2.1 “Confidential Information” as used herein shall mean the Materials and any information exchanged
between the Parties before and after the execution of this Agreement that is confidential, proprietary or
otherwise not generally available to the public that is provided by IDN to Visitor in connection with the
Site Visit, including but not limited to design and design concepts, and materials, samples, compositions,
visual demonstrations, production equipment, oral discussions, contractual terms and conditions, bid
information, personnel and staffing proposals, and other relevant information including the content of
this Agreement, irrespective of whether the information is (i) in writing, in computer software, in
electronic form, or oral, (ii) related to the Purpose or otherwise, or (iii) identified or stamped as
“confidential” or labelled with a comparable label or (iv) observed during visits to the facilities of IDN.
1.2 Notwithstanding anything to the contrary in Clause 3.1, Visitor may, however, disclose Confidential
Information to employees, directors and officers (the “Representatives”) of Visitor who have a need to
know and who are aware that the Confidential Information must be kept confidential according to this
Agreement. The Visitor shall require its Representatives to comply with the confidentiality obligations
under this Agreement through confidentiality obligations not less strict than those imposed under this
Agreement.
4.2 Visitor shall not use, in whole or in part the Confidential Information for the following purposes (except,
in any case, the prior written consent of IDN):
- produce or make possible the production by third parties, in whole or in part, of any product that
uses or incorporates the Confidential Information;
- develop, draw up or file patent applications or utility models based on any Confidential
Information;
- release or publish any article, bulletin or report based on the Confidential Information;
4.3 Visitor shall not engage, or procure to engage, in any behaviour amounting to market abuse within the
meaning of applicable market abuse laws based on any Confidential Information.
4.4 Visitor shall not copy or maintain the Confidential Information for any purpose other than the Purpose
specified in this Agreement without prior written consent from IDN.
5. EXCEPTIONS
5.1 The aforementioned confidentiality obligations will not apply to those portions of the Confidential
Information for which Visitor is able to prove, in written and in a sufficient way, that:
a) was publicly available or known prior to disclosure through no wrongful act, fault or will of the Visitor;
or
b) subsequent to disclosure from IDN, became publicly available or generally known in the industry
through no fault and/or no wrongful act of the Visitor; or
c) was legitimately known or in the possession of the Visitor prior to its disclosure; or
d) is subsequently disclosed to the Visitor by a third party who had the full right to disclose such
Information; or
e) is independently developed by or on behalf of the Visitor, without reference, use or access to the
Confidential Information.
If, regarding information under (d), Visitor becomes aware at any time that the source was not entitled to
disclose the information, then such information shall be deemed Confidential Information from that time
forward.
10. WARRANTY
10.1 This Agreement does not grant any warranty, guarantee, or representation with respect to any disclosed
Confidential Information, or its accuracy, adequacy or suitability for any particular purpose, either
expressed or implied. IDN shall not be liable in damages of whatever kind as a result of Visitor's reliance
on or use of the information provided under this Agreement.
11. REMEDIES
11.1 Visitor shall indemnify and hold harmless IDN from any and all costs, losses, liabilities or expenses
(including reasonable attorneys’ fees) incurred by IDN to the extent arising from the breach by Visitor
of any of its obligations under this Agreement.
11.2 In addition to the remedies set out in Clause 11.1 above IDN shall be entitled to exercise any and all
other rights and remedies available in case of breach, including but not limited to seeking injunctive
relief from a court of competent jurisdiction.
13. MISCELLANEOUS
14.1 This Agreement contains the entire understanding between the Parties, superseding all prior
communications, agreements and understandings relating to confidentiality between the Parties with
respect to the Site Visit described in Clause 1.1.
14.2 Parties acknowledge that the data gathered to the extent of this Agreement and herein included have
been processed pursuant to the Regulation (EU) no. 2016/679. With the execution of this Agreement,
each Party declares to have read and clearly understood the privacy notice set by the other Party
according to the applicable laws.
14.3 None of the rights or obligations under this Agreement may be assigned, in whole or in part, by any
Party to any third party without the prior written consent of the other Party, except to an entity which
succeeds to substantially all of the related lines of business of either Party to this Agreement.
14.4 No change, modification, alteration or addition to any provision of this Agreement shall be binding
unless in writing and signed by an authorized representative of each Party.
14.5 If any provision of this Agreement is, or is likely to be held, illegal, invalid or unenforceable in whole
or in part in any jurisdiction this shall not affect the validity or enforceability in that jurisdiction of any
other provision of this Agreement or the validity or enforceability of that provision or any other
provision in any other jurisdiction, provided that the Parties shall in good faith negotiate a replacement
provision or structure or agreement which in a legal, valid and enforceable way to the nearest extent
reflects the original commercial intent of the Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first written above.
For and on behalf of Industrie De Nora S.p.A. For and on behalf of [Insert name of Visitor]:
____________________________________
Title: CFO
_________________________ Title: _________________________