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Confidentiality and Non-Disclosure Agreement between Embassy of the Republic of Korea in Sweden

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Confidentiality and Non-Disclosure Agreement

between

Embassy of the Republic of Korea in Sweden

Physical Address Laboratoriegatan 10, 115 27 Stockholm Postal Address P.O.Box 27237, 102 53 Stockholm Telephone No. (+46) 08-545 894 06

Contact Person Cultural Attaché Ms. Jinhee Kim E-mail jinhkim19@mofa.go.kr

and

“the PM”

Company Registration No.

Physical Address Postal Address Telephone No.

Contact Person E-mail

Signature Name Title Date

by signing this cover sheet, the Parties agree to be bound by this

cover sheet and the attached terms and conditions, which are

incorporated in this cover sheet by this reference. The Parties will not

be bound prior to signature.

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1. INTRODUCTION

1.1 The Parties may have disclosed or may wish to disclose to each other information of a confidential and proprietary nature.

1.2 This Agreement governs the Parties’ rights and obligations with respect to such confidential and proprietary information.

2. DEFINITIONS AND INTERPRETATION In this Agreement—

2.1 clause headings are used for convenience only and shall not be used in the interpretation of this Agreement;

2.2 a reference to a legal person shall include a natural person and words in the singular shall include the plural and vice versa;

2.3 the rule of construction that an agreement shall be interpreted against the party responsible for the drafting or preparation of it shall not apply; and

2.4 the following expressions shall bear the meanings assigned to them below and cognate expressions bear corresponding meanings—

2.4.1 “Affiliate” means, with respect to either Party, as applicable, any company which is a Subsidiary or Holding Company of that Party or a subsidiary of any such holding company, or a Party’s contractors or agents. “Subsidiary” and “Holding Company” shall have the meanings ascribed to them in the Companies Act of 2008;

2.4.2 “Agreement” means these terms and conditions and includes any schedules, annexures, exhibits and attachments hereto;

2.4.3 “Confidential Information” means all information, data, notes, documents, memoranda, correspondence, disks, tapes or other materials provided by the Disclosing Party that is identified as being confidential or proprietary at the time of disclosure or which the Disclosing Party considers as having the necessary quality of confidence about it or would reasonably be expected by the Receiving Party to be confidential based on the nature of the information contained therein and the circumstances in which the materials are provided and includes, without limitation:

2.4.3.1 any information relating to the Disclosing Party’s business policies, business plans, methods and costs of operation, projections, feasibility studies, know-how, processes, instruction manuals, data, formulae, technology, design rights, trade secrets, designs, photographs, diagrams, blueprints, specifications, flow charts, customer lists, marketing and advertising materials, sales figures, products and materials;

2.4.3.2 software or computer programs of the Disclosing Party;

2.4.3.3 any such information disclosed in writing, orally or by other means, either before or after the date of this Agreement; and

2.4.3.4 confidential information disclosed by a third party on behalf of the Disclosing Party;

2.4.4 “Disclosing Party” means the Party disclosing Confidential Information in terms of this Agreement;

2.4.5 “Parties” means the PM and the Embassy collectively, and “Party” means either one of

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them individually, as the context requires;

2.4.6 “Purpose” means the purpose detailed in the Schedule attached hereto;

2.4.7 “Receiving Party” means the Party receiving Confidential Information in terms of this Agreement; and

2.4.8 “Sign” means the handwritten signature of the duly authorized representative of a Party and

“Signed” shall have a corresponding meaning.

3. RESTRICTIONS ON DISCLOSURE AND USE

In consideration of the disclosure of Confidential Information, each Party undertakes to the other in respect of such other Party’s Confidential Information—

3.1 to hold such Confidential Information in confidence and to take all reasonable security precautions to maintain the confidentiality of such Confidential Information, which will include, without limitation, applying at least the same degree of care and security precautions as it takes to protect its own confidential information;

3.2 to use such Confidential Information only for the Purpose and for no other purpose whatsoever, unless with the prior written consent of the Disclosing Party;

3.3 not to use such Confidential Information for the benefit of itself or any third party or to use such information for any commercial purpose, unless authorized in writing by the Disclosing Party or otherwise permitted by this Agreement;

3.4 not to copy or otherwise duplicate in any form such Confidential Information, or knowingly assist or allow anyone else to copy or otherwise duplicate any of such Confidential Information in its possession or under its control without the Disclosing Party’s prior written approval;

3.5 to restrict disclosure or dissemination of such Confidential Information solely to its employees, Affiliates or third parties who need to know the Confidential Information for the Purpose;

3.6 to ensure that all its employees or third parties who are given access to the Confidential Information agree in writing to maintain the confidentiality thereof, and otherwise comply with the provisions hereof, by contract, work rules or other appropriate methods;

3.7 to advise the Disclosing Party promptly upon becoming aware of any loss, disclosure or duplication of any Confidential Information, whether authorized or not, or the breach of confidentiality, use or misappropriation of the Confidential Information;

3.8 not to reverse-engineer, decompile or disassemble any software or programs forming part of the Confidential Information; and

3.9 not to use the Confidential Information in any manner whatsoever which will cause loss or damage to the Disclosing Party.

4. EXCEPTIONS

The Parties’ obligations of confidentiality shall not apply to information or data which—

4.1 is known to the Receiving Party prior to disclosure by the Disclosing Party and was not previously received by the Receiving Party from the Disclosing Party under an obligation of confidence;

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4.2 was already in the public domain at the time of disclosure or which subsequently enters the public domain through no wrongful act or other involvement of the Receiving Party or its Affiliates;

4.3 is received or becomes known to the Receiving Party from a source other than the Disclosing Party without breach by the Receiving Party or such third party of any obligation of confidentiality owed to the Disclosing Party;

4.4 is independently developed by or on behalf of the Receiving Party or its Affiliates independently of the Confidential Information disclosed by the Disclosing Party; or

4.5 is disclosed by the Receiving Party with the prior written approval of an authorized representative of the Disclosing Party.

5. DISCLOSURE REQUIRED BY LAW

5.1 The Receiving Party may disclose Confidential Information of the Disclosing Party in accordance with a judicial, administrative or governmental order or to any persons or bodies having a right of access to the Confidential Information, provided the Receiving Party—

5.1.1 gives the Disclosing Party reasonable written notice prior to such disclosure;

5.1.2 consults with the Disclosing Party on possible steps to be taken in order to avoid or limit such disclosure and takes such steps agreed with the Disclosing Party; and

5.1.3 uses its reasonable endeavors to obtain any assurance or order that such disclosed Confidential Information will be treated confidentially by the authority or person to which it is disclosed.

6. RETURN OF CONFIDENTIAL INFORMATION

6.1 The PM shall, within 7 (seven) days of completion of the Purpose or receipt of a written request from the Embassy—

6.1.1 return to the Embassy all documents and materials (including, without limitation, the originals, copies, reproductions and summaries thereof) containing the Confidential Information related to the Cultural Center; or

6.1.2 alternatively to clause 6.1.1 and at the request of the Embassy, destroy such documents and materials. The PM shall certify in writing as soon as possible from the date of the destruction of such documents and materials that it has complied with the requirements of this clause 6.1.2.

6.2 The Embassy shall after the completion of the Purpose, destroy such documents and materials, which are no longer required by the Embassy in terms of its compliance and legal requirements.

6.3 The Parties shall continue to be bound by the undertakings in this Agreement notwithstanding the completion of the Purpose or return or destruction of documents and materials pursuant to this clause 6.

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7. NON-SOLICITATION OF PARTIES’ EMPLOYEES

7.1 During the period of the Purpose, and for a further period of 12 (twelve) calendar months thereafter, neither Party shall directly or indirectly (including, without limitation, through an intermediary or other third party) solicit, offer employment to, employ or contract in any manner (including as employee, consultant, or contractor) with any of the other Party’s consultants, officers or employees unless otherwise agreed by such other Party in writing.

7.2 In the event that either Party breaches clause 7.1 above, the breaching Party shall pay the aggrieved Party a recruitment fee equal to the gross annual package (including any quantifiable bonuses or incentives) paid by the aggrieved Party to the personnel concerned.

Such amount shall be payable within 30 (thirty) days of commencement of such person’s appointment with the breaching Party and shall be without prejudice to any claim which the aggrieved Party may have in terms of this Agreement or in law.

8. DURATION

This Agreement is effective from date of execution by the Party Signing last in time and shall continue indefinitely.

9. OWNERSHIP

Confidential Information shall remain the exclusive property of the Disclosing Party and there is no granting or conferring, whether by sale, license or otherwise, to the Receiving Party of any right, title or interest to or in any of the Confidential Information disclosed, nor in any of the patents, trademarks, copyrights or other intellectual property rights of the Disclosing Party or its licensors.

10. ACCURACY OF THE CONFIDENTIAL INFORMATION

The Receiving Party agrees that the Confidential Information provided is believed by the Disclosing Party to be generally accurate and correct. However, in no event shall the Disclosing Party, its directors, officers, agents or employees be liable for errors, omissions or inaccuracies of any kind in the Confidential Information and the Receiving Party shall be responsible for verifying the accuracy and correctness of the Confidential Information disclosed.

No warranty of any kind is given regarding the Confidential Information, same being provided as is and with all faults, and any guarantees or warranties, including, without limitation, warranties of merchantability and fitness for purpose and non-infringement, are excluded.

11. INDEMNITY

The Receiving Party agrees to indemnify the Disclosing Party from and against all claims, costs, losses, damages, demands and expenses which the Disclosing Party may suffer arising, directly or indirectly, from a failure by the Receiving Party, its employees, Affiliates or third parties to abide by their obligations of confidentiality and non-disclosure as set out in this Agreement.

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12. BREACH AND DISPUTE

12.1 In the event of a breach or threatened breach by either Party of any of the provisions of this Agreement (“Breaching Party”), the other Party shall be entitled to injunctive, protective or other appropriate relief in any court of competent jurisdiction restraining the Breaching Party from breaching the terms hereof or from disclosing any Confidential Information to any person.

12.2 Nothing contained herein shall be construed as prohibiting the other Party from pursuing any other remedies available to it, either at law or in equity, for such breach or threatened breach, including recovery of liquidated damages.

12.3 In the event of a dispute arising under this Agreement relating to a disclosure of Confidential Information, the onus of proof shall be on the Receiving Party to show that the disclosure was authorized in accordance with the terms of this Agreement.

13. NOTICES

13.1 The Parties hereby choose domicilium citandi et executandi (“domicilium”) for all purposes under this Agreement at the addresses set out on the cover sheet.

13.2 All notices which are required to be given in terms of this Agreement shall be in writing and sent to the domicilium address of the Parties set out in this Agreement. Any such notice may be delivered by hand or by pre-paid registered post or by facsimile or e-mail transmission and shall be deemed to have been received—

13.2.1 if delivered by hand, on the 1st (first) working day following the date of delivery;

13.2.2 if by pre-paid registered post, on the 10th (tenth) working day after posting; and

13.2.3 if by facsimile or e-mail transmission, on the 1st (first) working day after successful transmission, unless the contrary is proved.

14. ASSIGNMENT

Neither Party may assign or otherwise transfer any of its rights or obligations (in whole or in part) in terms of this Agreement without the prior written consent of the other Party.

15. GOOD FAITH

The Parties agree that they enter into this Agreement on the basis of trust and record that they will observe good faith in contracting and dealing with each other and implementing the provisions hereof. This implies, inter alia, that—

15.1 the Parties will, at all times during the currency of this Agreement, act reasonably and in good faith; and

15.2 the Parties will perform their obligations arising from this Agreement diligently and with reasonable care.

16. GENERAL

16.1 Confidential Information made available to the Receiving Party in the course of negotiations will not constitute an offer or invitation to purchase, nor will such documents or the

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information contained therein form the basis of any contract.

16.2 This Agreement constitutes the entire agreement between the Parties with respect to the subject-matter hereof. Neither Party shall be bound by any representation, warranty, promise or the like not recorded herein.

16.3 This Agreement shall be governed, construed and interpreted in accordance with the laws of Sweden. The Parties consent to the exclusive jurisdiction of the Swedish courts.

16.4 No indulgence which either Party may grant to the other shall constitute a waiver of any of the rights of the grantor. No waiver on the part of either Party of any rights arising from a breach of any provision of this Agreement will constitute a waiver of rights in respect of any subsequent breach of the same or any other provision.

16.5 In the event that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.

16.6 No variations, additions or alterations to this Agreement shall be of any force and effect unless reduced to writing and Signed by the duly authorized representatives of both Parties.

16.7 This Agreement may be executed in one or more counterparts (including by facsimile) each of which shall be deemed an original, but such counterparts shall constitute one and the same instrument.

16.8 Neither Party shall be entitled to make any public announcement or public disclosure in regard to this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed.

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