NONDISCLOSUREAGREEMENT/ALSTOM/LEGAL/SEPT2009
NON DISCLOSURE AGREEMENT
BETWEEN:
ALSTOM ________a company existing under the laws of ________registered under #
_____________ (city)having its registered office in ______ (_____), __, ________
___________represented by ___________, ____________________
hereinafter referred to as "ALSTOM"
AND:
________a company existing under the laws of ________registered under
_____________ (city)having its registered office in ______ (_____), __, ________
___________represented by ___________, ____________________
#
hereinafter referred to as the "Supplier"
ALSTOM and the Supplier shall be hereinafter referred to separately by “Party” or jointly by “Parties”
WHEREAS
ALSTOM
carries
on
the
business
of
[design,
manufacture
and
sale
of
________________________] and owns valuable information of a secret and confidential
nature relating to the ____________ [design] ___________ [and performance of]
________________________ (hereinafter referred to as the "ALSTOM Product(s)").
The Supplier carries on the business of manufacture and sale of ____________ and assembly and
sale of ____________ and possesses know-how and information in the field of
____________ (hereinafter designated "the Supplier Product(s)").
The ALSTOM Products and the Supplier Products shall be hereinafter collectively referred to as the
"Products”
The Parties wish to discuss terms of their cooperation regarding ____________ (hereinafter referred
to as the “Project”).
These discussions will involve disclosure of mutual information which each Party wish to remain
confidential.
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In this context, the Parties wish to protect and safeguard their respective proprietary rights in respect of
such confidential information and desire to define their respective rights and obligation in relation thereto
in this Non Disclosure Agreement.
NOW, THEREFORE, in consideration of the promises and mutual undertakings contained herein, the
Parties hereby agree as follows:
1.
DEFINITION OF CONFIDENTIAL INFORMATION
Under this Agreement, "Confidential Information" means, in addition to existence, content and objectives of
the present Agreement, any technical information or any information connected to intellectual and/or
industrial property rights of any kind and relating (in whole or in part) to design, engineering, manufacture
of the Products of each Party, any financial, operational, commercial, administrative, or any information
disclosed by each Party, in any form (whether oral, documentary, magnetic, electronic, graphic or digitized
including, without limitation, designs, drawings, photographs, circuits, calculations, measurements,
techniques, processes, or, in a general manner, any means of disclosure of such Confidential Information,
regarded or qualified as such by the Parties, or which would be reasonably considered as such.
Any Confidential Information or data, in any form, transferred by one Party to the other Party, shall be
governed by this Agreement even if it is not specified.
2.
OWNERSHIP
Neither Party shall have any obligation to communicate Confidential Information to the other.
Any Confidential Information, any copies and reproductions (in whole or in part) thereof disclosed by one
Party to the other hereunder remain the property of the disclosing Party and shall be returned or destroyed
by request of this one.
The property rights, included intellectual and/or industrial property rights, disclosed under this Agreement
shall remain the exclusive property of the disclosing Party subject to respect of third party’s rights.
Any disclosure made under the present Agreement shall not be construed in any case as granting to the
receiving Party any patent, copyright or design license, or rights of use of industrial/intellectual property
rights, associated to the Confidential Information, which exist at the date of the signature of this
Agreement or will exist in the future.
3.
USE AND NON-DISCLOSURE
Confidential Information disclosed by the Parties:
-
Shall not be used in any case for the manufacture or procurement of the Products or
components or parts thereof without the prior written consent of the other Party, and each
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-
-
Party shall ensure that any third parties to whom it may disclose any of such Confidential
Information do not so use it.
Shall not be used in any case for commercial purpose such as sales promotion of products or
services, or the improvement of Parties’ existing Products.
Shall not be used, reproduced or disclosed internally, except to employees of the Parties who
need to know such Confidential Information for the purpose of the Project and subject to prior
a written approval of the disclosing Party.
Shall be protected and kept confidential by the receiving Party with the same degree of care as
the receiving Party uses to protect and keep its own Confidential Information.
Shall not be disclosed, nor likely to be disclosed, directly or indirectly, to any third parties other
than those specifically identified in the Article above, agreed that any ALSTOM Affiliates shall
not be considered as a third party under the present Agreement, provided such Affiliates shall
respect the terms of the present Agreement.
4.
SCOPE AND APPLICATION
4.1 -
This Agreement shall apply to Confidential Information which may have been communicated by
one Party to the other prior to the date of this Agreement provided that it was communicated for
the Project. The receiving Party which disclosed Confidential Information prior to the date of the
present Agreement shall identify such Confidential Information.
4.2 - This Agreement shall not apply in respect of any part of the Confidential Information communicated
which:
- was already obtained in good faith by the receiving Party prior to receipt hereof;
- was already in the public domain or became so through no fault of the recipient Party;
- was acquired by the recipient Party from a third party having the right to convey the
Confidential Information to the recipient Party without any obligation of confidentiality not
the disclosure the same;
- is independently developed by the recipient Party;
- is approved for release by prior written authorization by the owner of the Confidential
Information;
- is obliged to be produced (after notice of the disclosing Party whenever it is possible)
under applicable law or regulation including any order of a court jurisdiction.
4.3 - Neither Party makes any warranty or representation (and none is to be implied or relied upon by the
other party) as to the sufficiency or accuracy of its Confidential Information or the use thereof, nor
shall it incur any responsibility, liability or obligation by reason of the communication of the same
by it to the receiving Party hereunder.
4.4 - This Agreement shall not be construed as a partnership, joint venture or other such arrangement;
rather the parties expressly agree that this Agreement is for the purpose only of protecting a
disclosing Party's Confidential Information.
5.
DURATION
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The present Agreement shall become effective at the date of its signature by the Parties and, except in case
of termination pursuant to the Article 7 hereinafter, is concluded for a period of XX (X) years starting from
the date it is signed by the Parties.
This Agreement shall then be extended for successive periods of one (1) year provided mutual agreement
between the Parties at least one (1) month before the expiry date of the initial period or one (1) month
before the expiry date of any successive period.
6.
APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed by the French law.
Any disputes which arise out of or in connection with the existence, the validity, the interpretation, the
execution and/or the termination of the present Agreement and which the Parties are unable to settle
amicably, shall be submit to the Tribunal de Commerce of Paris.
7.
TERMINATION
Each Party may terminate this Agreement, any time, after sending a registered letter with
acknowledgment of receipt to the other Party and subject a notice period of sixty (60) days.
The termination of this Agreement shall not have the effect to relieve the Parties of their obligations define
in the present Agreement regarding the use and the protection of Confidential Information received prior to
the termination. The obligations defined in the present Agreement shall remain in force during xx (xx) years
in the Article 5 “DURATION”.
8.
MISCELLANEOUS
8.1 - The Parties shall in no case assign or transfer any rights conferred under this Agreement.
8.2 - This Agreement cancel and replace any prior drafts, agreements, undertakings, negotiations whether
oral or written between the Parties related to Confidential Information and shall constitute the entire
agreement between the Parties relating to such Confidential Information.
8.3 - In case one of the clauses of this Agreement would be canceled by any competent jurisdiction, these
clauses shall be deleted without prejudice to other clauses of this Agreement which remain in force.
IN WITNESS WHEREOF, this Agreement has been entered into the day and year first before written.
ALSTOM ___________
CA(C)/E/LGB/11/94
______________________
5
Name: ________________
Name: ________________
Title: _______________
Title: ________________
Signature:
Signature:
CA(C)/E/LGB/11/94