MUTUALNON- DISCLOSURE AGREEMENT
This Mutual Nondisclosure Agreement (“Agreement”) is effective as of fll signature hereof ("Effective Date”), and is made by and
between Outsight SA, a French Corporation with principal place of business at 2, rue de Bérite, 75006, Paris, France ("Outsight") and
‘AlterSense Limited , 9 Bangladesh company with principal place of business at 339/8, Tejgaon I/A (Levet-S), Ohaka 1208, Bangladesh
("Company’),
‘Company and Outsight, each a “Party” and collectively the “Parties.
ach Party that discloses Confidential Information, 35 defined below, is “Discloser” with respect to such disclosure, and the Party thatreceives,
‘ny such Confidential Information by any such disclosure is “Reciplent’, al as further defined and provided for herein,
In consideration of the following covenants, and other good and valuable consideration, the receipt and sulficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Purpose. Outsight and Company wish to explore a possible
business opportunity of mutual interest (the Purpose”), in
connection with which either Party may have disclosed and/or may,
after the Effective Date, disclose Confidential Information (as
defined below) to the other. This Agreement is intended to protect
Confidential Information (including Confidential Information
previously disclosed, f any) against unauthorized use or disclosure,
as provided herein
2. Definition. “Confidential Information” means information
relating to the Discloser’s business, including, without limitation,
product designs, product plans, data, software and technology,
financial information, marketing plans, business opportunities,
proposed terms, pricing information, discounts, inventions and
know-how, media, techniques, sketches, drawings, works of
authorship, models, inventions, know-how, processes, apparatuses,
equipment, algorithms, software programs, software source
documents, and formulae related to the current, future, and
proposed products and services of each of the parties, such as
information concerning research, experimental work, development,
design detalls and specifications, engineering, metrics, procurement
requirements, purchasing, manufacturing, customer lists, investors,
employees (including, but not limited to, the names, contact
information, jobs, compensation, and expertise of such employees,
consultants, or advisors}, business and contractual relationships,
business forecasts, sales and merchandising, cost data, and market-
share data, disclosed by Discloser to Recipient, either directly or
indirectly, whether in writing, verbally or otherwise, and whether
prior to, on or after the Effective Date, that either: (a) is designated
as confidential by the Discloser at the time of disclosure; or (b)
would reasonably be understood, glven the nature of the
information or the circumstances surrounding its disclosure, to be
confidential. Confidential Information also includes the existence of
this Agreement and the fact or nature of the discussions between
the partes
3. Disclosure of Confidential Information. Recipient wil: (a) hold
Confidential information in strict confidence and take reasonable
precautions to protect such Confidential Information (such
precautions to Include, at 2 minimum, all precautions Recipient
‘employs with respect to its own confidential materials, ut not less
than reasonable precautions); (b) not divulge any Confidential
Information to any thied party (other than to employees, authorized
representative or contractors as set forth below); and (c) not copy
{except as required to accomplish the intent ofthis Agreement) or
reverse engineer, modify, decompile, create other works from, oF
disassemble any materials disclosed under this Agreement or
remove any proprietary markings from any Confidential information
‘or copies thereof without the prior written consent of the Discloser
‘Any employee, authorized representative or contractor given access
to any Confidential Information must have a legitimate “need to
know” such Confidential Information for the Purpose specified in
Section 1 above and Reciplent will remain responsible for each such
person's compliance with the terms of this Agreement,
4, Term; Confidentiality Period. Either party may terminate this
‘Agreement upon 30 days prior written notice to the other party
Irrespective of any termination of this Agreement, Recipient's
obligations with respect to Confidential Information under this
‘Agreement expire 3 years from the date of receipt of the
Confidential information and will be binding upon such party's heirs,
successors, assigns, executors, administrators, and legal
representatives,
5. Exclusions. This Agreement imposes no obligations with respect
to information which: (a) was in Recipient's possession before
receipt from Discloser free of any obligation of confidence at the
‘time it was disclosed to the Recipient; (b) is or becomes @ matter of
public knowledge through no fault of Recipient; (c) was rightfully
disclosed to Recipient by 2 third party without restriction on
disclosure; or (d) is developed by Recipient without use of the
Confidential information as can be shown by documentary
evidence. Recipient may make disclosures to the extent required by
law or court order provided Recipient makes commercially
reasonable efforts to provide Discloser with prior notice of such
disclosure as promptly as possible and uses reasonable efforts to
obtain, or assist the Discloser in obtaining, @ protective order
preventing or limiting the disclosure
6. Return or Destruction of Confidential Information. Upon
termination of this Agreement or written request by Discloser, the
Recipient will: (a) cease using the Confidential information; (b)
promptly return to Discloser or destroy the Confidential Information
‘and all copies, notes ar extracts thereof; and (c) upon request of
Discloser, confirm in writing that Recipient has complied with these
obligations. Notwithstanding the foregoing, the Recipient may
fetain 3 copy of Confidential Information solely to the extent
required to comply with law or pursuant to bona fide automatic
electronic backup procedures. The Recipient must comply with the
confidentiality obligations herein with respect to any retained copy
(of Confidential information.7. Proprietary Rights, Neither party to this Agreement acquires any
intellectual property rights or any other rights under this Agreement
‘except the limited right to use the Confidential Information as set
forthin Section 1 above.
8, Disclaimer. CONFIDENTIAL INFORMATION IS PROVIDED “AS IS*
AND WITH ALL FAULTS.
‘9. Publicity, Neither party will make, or authorize any third party to
make, any public announcement or other disclosures related to this
‘Agreement and any potential agreement or relationship with the
‘ther party or any ofits affiliates or subsidiaries without the prior
written approval of the other party. For the purposes of this
[Agreement public announcements include disclosures to any
person or entity other than a party hereto by any means, including
but not limited to, press releases, written or oral statements made
‘to the media, blogs, trade organizations, publications, websites, or
any other public audience or unauthorized third parties.
20. Export. Recipient agrees not to remove or export any
Confidential Information or any direct product thereof, except in
‘compliance with, and with al applicable export laws and regulation,
111 Injunetive Relief; Breach. Each party acknowledges that any
breach of this Agreement may cause irreparable harm for which
monetary damages are an insufficient remedy and accordingly,
‘upon any breach or threatened breach of this Agreement Discloser
will be entitled to seek appropriate equitable relief without the
posting of a bond in addition to whatever remedies it might have at
law. Further, if either party breaches any covenant in this
Agreement with respect to Confidential Information, without
limiting any other rights or remedies ofthe non-breaching party, the
breaching party shall be required to pay to the non-breaching party,
following a final determination by a court of competent jurisdiction
and provided that the non-breaching party is the prevailing party in
any such legal claim, any reasonable attorneys’ fees incurred by the
rnon-breaching party to enforce this Agreement. In no event shall
either Party be liable to the other Party for indirect damages,
including without limitation, special, incidental, reliance, punitive,
or consequential damages, such as loss of data or profts, losses
resulting from the inability to use the Confidential Information, or
ACKNOWLEDGED AND AGREED:
losses resulting from computer system “crashes” even if advised of
the possiblity of such damages.
12, General, Neither party has an obligation under this Agreement
to purchase or offer for sale any iter or proceed with any proposed
transaction. In the event that any of the provisions of this
‘Agreement will be held illegal or unenforceable by a court of
competent jurisdiction, such provisions wil be limited or eliminated
to the minimum extent necessary so that this Agreement will
‘otherwise remain in full force and effect. Neither party may assign
fr transfer any rights or obligations under this Agreement without
the prior written consent of the other party. Any purported
assignment by such party will be null and void, except that a party
may assign this Agreement without such consent to its successor in
interest by way of merger, acquisition, or sale of all or substantially
all ofits assets, This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective heirs,
‘executors, administrators, representatives, members, owners,
shareholders, licensees, designees, successors and permitted
assigns, This Agreement shall be governed by the laws of France,
without reference to conflict of laws principles. All actions arising
‘out of or relating to this Agreement, including the formation of this
‘Agreement, shall be heard and determined exclusively by the
‘commercial court (tribunal de commerce) of Paris, France. This
‘Agreement supersedes all prior discussions and writings and
constitutes the entire agreement between the parties with respect
to the subject matter hereof. Each party acknowledges and agrees
that (a) thas carefully read and fully understands al of the terms of
this Agreement, (b) this Agreement contains Company's and
Outsight’s entire understanding relating to the subject matter
hereof and cannot be changed or modified, except by an instrument
signed by Company and Outsight and {c) each party has signed this
[Agreement voluntarily, without duress, coercion or undue
influence. The prevailing party in any action to enforce this
‘Agreement will be entitled to costs and attorneys’ fees. No waiver
‘oF modification of this Agreement will be binding upon either party
tunless made in writing and signed by 2 duly authorized
representative of each party and no failure or delay in enforcing any
right will be deemed a waiver
OursiGHT sa company OT [
‘Signature: | Signature: ML AL
= et gl dein
Tile: Title: Director & Chef Technology officer |
Date: pate: 14" May 2005