Non-Disclosure Agreement
FB06.006EN
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Rev 1
In connection with establishing the co-operation with AIRCOM, the Supplier shall be provided (in oral,
written, electronic or other form) with confidential technical, technological, organisational, business or other
information of commercial value.
The present Agreement shall be entered into in order to protect the interests of AIR-COM on the nondisclosure of trade secrecy.
§ 1. Confidentiality Agreement
1.
The Supplier shall agree not to disclose any information made available to it by AIR-COM and shall
take all the necessary precautions to secure confidential information against unauthorised access, i.e.,
made by third parties and employees / workers other than those referred to in § 1 (2).
2.
The Supplier shall provide confidential information only to such employees / workers who are
obliged by labour laws and workplace regulations to keep it secret during the course of their employment,
and five years after its dissolution. At the request of AIR-COM the Supplier shall submit a list of its
employees / workers who have got access to AIRCOM confidential data.
3.
Classified information may be provided to other employees / workers than those mentioned in § 1
(2), or to third parties, in particular customers and other contracting entities only upon the prior written
consent of AIR-COM and provided that the above employees, workers and third parties undertake to
preserve the confidentiality of such information provided in accordance with the present declaration on nondisclosure of trade secrecy.
4.
Notwithstanding the foregoing, the Supplier shall comply with the following guidelines on handling
confidential information:
Recorded confidential information, especially in the form of written documents, media or other objects
should be treated with the utmost care. Making copies / reproductions of any kind should be limited to the
minimum necessary to accomplish the agreement with AIR-COM. At the request of AIR-COM, the Supplier
shall promptly return or destroy all established records of confidential information, including any copies /
reproductions made, according to the guidelines made by AIR-COM. In this case the Supplier is not entitled
to keep the documents specified above.
5.
The Supplier's statutory obligations on keeping trade secrecy are not affected by the present
agreement.
§ 2. Subject matter, scope and duration of the obligation of non-disclosure of trade secrecy
1.
The obligation of non-disclosure of trade secrecy covers any confidential information, in particular in
the form of documents, drawings, data, objects, results of research and development, unpublished
application for copyrights and other proprietary rights etc. - made available or provided to Supplier by AIRCOM in connection with their co-operation, including on-going negotiations on the co-operation with AIRCOM or which have been made available or provided otherwise. Also verbal information on the cooperation
are under the obligation of non-disclosure of trade secrecy.
Non-Disclosure Agreement
FB06.006EN
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Rev 1
2.
Information is not treated as confidential or cease to be so, if it was known to the Supplier prior their
provision by AIR-COM, or was developed independently or otherwise obtained lawfully or are generally
known or can be known without prejudice to the obligations of non-disclosure of trade secrecy imposed
upon the Supplier towards AIR-COM.
3.
The burden of proof that the information provided by AIR-COM is not confidential as defined in § 2,
clause (2) lies onto the Supplier.
4.
The Supplier's declaration of non-disclosure of trade secrecy is valid for an indefinite period. The
Parties may denounce it in writing with a 3-month notice period. All the obligations under the present
agreement and concerning confidential information made available to the Supplier during its existence
remains unchanged.
§ 3. Restrictions on use / Rights
1.
All rights to AIR-COM confidential information are owned only by AIR-COM. The Supplier shall
agree not make use of any confidential information obtained from AIR-COM, without specific written
permission made by AIR-COM, for their own objectives or goals of third parties and / or shall enforce claims
of intellectual property law against it. In particular, the Supplier is not entitled to make use of information
obtained in the course of their co-operation for their own objectives or goals of third parties after the
termination of the cooperation with AIR-COM.
2.
If - on the basis of (or thanks to) confidential information made available to the Supplier - AIR-COM
makes a notification for intellectual property rights, the Supplier shall not apply for the priority right to use
breaching the novelty of the invention or trade secrecy. The Supplier neither shall declare any rights to the
provided confidential information (lying any claims on previous holding rights of its usage or raising
objections against reserving any information already in public use) nor shall submit any similar allegations
and claims.
§ 4. Severability clause
In case a part of the present declaration is held invalid or unlawful or containing a gap, it does not affect the
validity of other provisions of the present agreement. Any stipulation declared void or invalid is replaced
with the one which as much as possible reflects the meaning of the void or invalid stipulation. The same
applies for abandoned stipulations.
§ 5. Jurisdiction and court of the agreement
1.
The present non-disclosure of trade secrecy is subject to German law excluding return or further
renvoi. The application of the UN Convention on Contracts for International Sale of Goods (CISG) is
excluded.
2.
Any disputes arising in connection with the present Agreement shall be settled by the court having
jurisdiction over the registered office of AIR-COM. At its discretion AIR-COM is entitled to settle matters in
front of a court of competent jurisdiction for the Supplier.
3.
In case of any disputes, the German version of the Agreement is valid, the English version is for
informational purposes only.