Non-Disclosure Agreement
This non-disclosure agreement (this ”Agreement”) has on this day been entered into between;
(1)
Name and Address
and
(2)
Volta Trucks AB, Herrhagsvägen 14, 193 31 Sigtuna, org. no. 559204-5545
The above parties are hereinafter each referred to as a “Party” and jointly as the “Parties”.
BACKGROUND
(A)
The Parties have entered into discussions for the purpose of evaluating a potential business
relationship, relating to the design, development, marketing and sales of electric trucks, truck
manufacturing, batteries and related issues (the “Objective”).
(B)
The Parties wish to exchange more detailed information regarding the Objective.
(C)
The Parties have agreed to provide each other with certain confidential information (the
“Confidential Information”) in accordance with the terms and conditions of this Agreement.
1
Definition of Confidential Information
1.1
In this Agreement, Confidential Information means any and all information, whether
communicated in writing, orally, or visually, and irrespective of form, which is obtained by
one Party, or any directors, officers, employees, advisers or Affiliates (as hereinafter defined)
of that Party (“Representatives”), from the other Party or the owners or Representatives of
such Party, in relation to or during the evaluations or discussions in respect of the Objective,
save for any information which
a)
at the date of its disclosure is in the public domain or at any time thereafter comes into
the public domain (other than by breach of this Agreement); or
b)
the receiving Party had in its possession or develops or ascertains independently and
was not obtained, directly or indirectly, by or as a result of breach of a confidentiality
obligation.
1.2
Confidential Information may include (although is not limited to) product plans, product
designs, cost data, product prices, raw material costs, customer information, financial
results, marketing or strategic plans, business opportunities, research, development, knowhow, personnel, specifications, manufacturing processes, drawings, software, data, samples,
and prototypes, and any copies and derivatives prepared by a receiving Party that contain
Confidential Information.
1.3
Each Party, but only insofar as is necessary to accomplish the Objective, may involve one or
more of its Affiliates (as defined below) in the supply, receipt, and use of Confidential
Information under the Agreement. An “Affiliate” of either Party means any entity directly or
indirectly, through one or more intermediaries, controlling, or controlled by, or under common
control with that Party.
1.4
The fact that the Parties are providing information, the discussions between the Parties in
respect of the Objective, as well as the existence and contents of this Agreement, shall also
be considered Confidential Information.
2
Use of Confidential Information
2.1
The Parties agree and acknowledge that the Confidential Information may be used solely for
the purpose of evaluating the Objective and not for any other purpose. The receiving Party
further agrees to use the same degree of care (but not less than reasonable care) to avoid
disclosure or use of the Confidential Information as it uses with respect to its own
confidential and/or proprietary information.
2.2
All Confidential information remains the property of the disclosing Party. Nothing contained
in this Agreement shall be construed as granting the receiving Party any intellectual property
rights, explicitly or implicitly, by licence or otherwise, in the execution of this Agreement or in
the exchange of the Confidential Information. The disclosure of any Confidential Information
hereunder will not be considered a “publication” thereof for patent or copyright purposes, nor
will it constitute the release of said Confidential Information into the public domain.
2.3
Each disclosing Party represents and warrants that it has the right to make the disclosures
under this agreement. However, the disclosing Party makes no representations or
warranties, express or implied, as to the accuracy, completeness, adequacy, sufficiency or
freedom from defect of any kind that may result from the use of such Confidential
Information, and the disclosing Party shall incur no responsibility or obligation whatsoever
relating to or resulting from the use of its Confidential Information or any errors therein or
omissions therefrom. Neither Party shall be liable in damages, of whatever kind, as a result
of the other Party’s reliance on or use of the information provided hereunder.
3
Disclosure Restrictions
3.1
The Parties undertake (i) not to disclose Confidential Information received from the other
Party to any third party other than the Representatives of the Parties on a strict need-toknow-basis for the evaluation of the Objective, and (ii) not to file any patent, utility model,
copyright, trademark, design application or other proprietary right based upon or disclosing
any of the Confidential Information of the disclosing Party. No Confidential Information
received by one Party may be copied or reproduced in any way without the prior written
consent of the disclosing Party.
3.2
The Parties undertake to ensure that each of its Representatives who receives Confidential
Information is made aware of and observes the obligations under this Agreement.
3.3
This confidentiality undertaking does not apply to the extent that any Party is required to
make a disclosure of information by law or pursuant to any order of court or other competent
authority or tribunal or by any applicable stock exchange regulations or the regulations of
any other recognised market place. In the event that a Party would be required to make any
such disclosure, each Party undertakes to give the other Party immediate notice prior to any
such disclosure, in order to make it possible for the other Party to seek an appropriate
protective order or other remedy. Each Party also agrees and undertakes to use its best
efforts to ensure that any information disclosed under this Section, to the extent possible,
shall be treated confidentially by anyone receiving such information.
4
Term
This Agreement shall enter into force when duly signed by both Parties and shall remain in
force during a period of five (5) years, unless earlier terminated by one Party by giving thirty
(30) days’ prior written notice to the other Party. Notwithstanding the expiration or termination
of this Agreement, the obligations of confidentiality, non-disclosure, protection and non-use of
Confidential Information pursuant to this Agreement shall survive its expiration or termination.
5
Return of Confidential Information
Upon written request by the disclosing Party, the receiving Party agrees that it will, as soon as
reasonably practicable and possible, and in any event within five business days, return or
destroy (at the disclosing Party’s discretion) all copies of any document in such Party’s
(including any Representative’s) possession, containing or reflecting Confidential Information.
However, upon written notice to the disclosing Party, the receiving Party may retain one copy
of the Confidential Information in a secured location, for the purpose of compliance with legal,
regulatory or similar obligations. Any such Confidential Information shall remain subject to the
terms of this Agreement, and shall be accessible only to the extent, and by the persons,
necessary to fulfil the relevant obligation(s).
6
Entire Agreement
The Parties confirm that this Agreement represents the entire understanding and constitutes
the whole agreement between the Parties relating to the subject matter hereof and
supersedes all prior agreements, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, agent, employee or representative of
either of the Parties.
7
Amendments
This Agreement may only be amended, changed or modified by an instrument in writing duly
executed by the Parties.
8
Severability
In the event that any provision of this Agreement is declared void and unenforceable in whole
or in part, this finding shall not affect the validity of the remainder of this Agreement, and the
remaining terms shall continue in full force and effect. If any such restriction shall be adjudged
by any court of competent jurisdiction to be void or unenforceable as going beyond what is
reasonable under the circumstances for the protection of the interests of the Disclosing Party,
but would be valid if part of the wording thereof was deleted and/or the period thereof was
reduced, the said restrictions shall apply with such modifications as may be necessary to
make it valid and effective.
9
Governing law and Jurisdiction
9.1
This Agreement shall be governed by and construed in accordance with the laws of Sweden
without regard to its principles of conflict of laws.
9.2
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the
breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance
with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm
Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden, and the arbitral
proceedings shall be conducted in English.
9.3
The Parties undertake and agree that all arbitral proceedings conducted with reference to
this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall
cover all information disclosed in the course of such arbitral proceedings, as well as any
decision or award that is made or declared during the proceedings. Information covered by
this confidentiality undertaking may not, in any form, be disclosed to a third party without the
prior consent by the other Party.
_____________________________
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute
a duplicate original, but all of the counterparts together shall constitute one agreement. No counterpart shall
be effective until each Party has executed at least one counterpart. Where this Agreement has been signed by
electronic signature, such signature shall be deemed to be equivalent as an original signature.
Place: United States
Place: United Kingdom
Date: 06/30/2021
Date:
Name: Julie Johnson
Volta Trucks AB
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