MUTUAL CONFIDENTIALITY AGREEMENT
AGREEMENT between … and RISEN LIMITED LIABILITY COMPANY, Ksawerów 3, 02-656 Warsaw, Poland.
A. Either party may provide to the other party or permit the other party to have access to information about its business and/or any one or more of its related companies which is proprietary, secret and/or confidential in nature and is of commercial value to the disclosing party (“Confidential Information”).
B. Disclosure of Confidential Information to unauthorised persons will be detrimental to the interests of the providing party, and both parties have accordingly agreed to enter into this confidentiality agreement.
1. For the purposes of this agreement:
(a) „Provider” means a party in its capacity as a supplier or provider of Confidential Information (whether itself or by a representative).
(b) „Recipient” means a party in its capacity as a recipient of Confidential Information (whether itself or by a representative).
2. Non-disclosure obligation: All Confidential Information which is ascertained by the Recipient by any means whatsoever shall at all times be kept strictly confidential by the Recipient and shall not be disclosed by the Recipient in any manner to any other person or entity, except for information which:
(a) at the time of receipt by the Recipient was already known to the Recipient otherwise than from earlier confidential discussions with the Provider;
(b) at the time of receipt by the Recipient was already publicly known, or subsequently becomes publicly known, without restriction and through no wrongful act of the Recipient; or
(c) is information which the Provider has agreed in writing is released from the terms of this agreement.
3. Recipient’s undertakings: The Recipient:
(a) Shall keep the Confidential Information secret and confidential and shall not disclose the Confidential Information to any person, unless required to do so by law or by the rules of a recognised stock exchange;
(b) shall not use, reproduce, or copy any Confidential Information for the benefit, directly or indirectly, of the Recipient, except as may be necessary for the purposes for which the Confidential Information was disclosed to the Recipient; and
(c) shall not use, or attempt to use, any Confidential Information in any manner otherwise than as may be necessary for the purposes for which the Confidential Information was disclosed to the Recipient and shall not use, or attempt to use, any Confidential Information in any manner which may injure or cause loss, directly or indirectly, to the Provider or any of the Provider’s related entities or personnel.
4. Ownership: The Confidential Information is, and shall at all times remain, the property of the Provider and shall be returned to the Provider, or destroyed, immediately upon request by the Provider or upon termination of the contract
5. Injunctive relief: As unauthorised disclosure or use of Confidential Information will cause irreparable harm to the Provider, for which monetary damages will not be sufficient compensation, the Provider shall be entitled to seek injunctive and other relief in any court of competent jurisdiction to enforce the Recipient’s obligations under this agreement.
(a) No warranty: The Provider makes no representation or warranty as to the accuracy or completeness of Confidential Information.
(b) Non-waiver: The failure of the Provider to enforce any right resulting from a breach of any provision of this agreement by the Recipient shall not be deemed to be a waiver of any right relating to a subsequent breach of such provision by the Recipient, or of any other right of the Provider under this agreement.
(c) Entire understanding: This agreement constitutes the entire understanding between the parties with respect to its subject matter and may be amended only in writing signed by both parties.
Full name of COUNTERPARTY:
SIGNED on behalf of RISEN LIMITED LIABILITY COMPANY:
SIGNED on behalf of