NON DISCLOSURE STATEMENT
Provider: Croatian Transmission System Operator Ltd. (HOPS d.o.o.), having its registered
office in Zagreb, Kupska 4, party providing the Confidential Information
(hereinafter referred to as the Provider)
Acquirer: Natural or legal person acquiring an insight into Confidential Information.
, having its registered seat at
, registered in the court register of the Commercial Court in
under number
hereto represented by
(hereafter referred to as the Acquirer).
Authorized users within the meaning of this Non Disclosure Statement (hereafter referred to
as the Statement) shall be third persons such as directors, members of the management,
employees (hereafter referred to as the internal authorized users), and subcontractors –
study/project authors/performers, professional consultants, insurers, business partners,
consulting editors and others (hereafter referred to as the external authorized users) that on
the part of the Acquirer and on the basis of valid legal ground acquire an insight into
Confidential Information.
Unauthorized persons within the meaning of this Statement shall be such third persons that
are not authorized on any legal ground to acquire an insight into Confidential Information.
The Study/Project within the meaning of this Statement is related to the Study/Project titled:
„
„.
Confidential Information within the meaning of this Statement shall represent all information,
weather or not marked as confidential, including and without limitations:
studies, projects, data, contracts, definitions, drafts, results, testing, procedures, reports,
records, findings, formulas, financial information, user information, market research plans,
know-how, software programmes, computer plans, flow charts, business plans, inventions
and ideas - to which the Acquirer had the right to access to and which are in relation with or
in context of the Study/Project, excluding the information defined by the paragraph IV of this
Statement.
As the Study/Project activator the Acquirer with this Statement shall assume the obligation of
confidentiality and protection of Confidential Information acquired from the Provider,
nonetheless necessary for the Study/Project.
The Acquirer shall be obliged:
I.
II.
III.
Not to disclose, convey or transfer Confidential Information in any form
whatsoever without the express consent of the Provider.
Not to use the Confidential Information in any way or for any purpose other than
for the purposes referred to in the Request for Information form; or, if the Provider
gives its consent on the basis of prior written approval.
If the Acquirer shall disclose the information to internal authorized users and
external authorized users, the following conditions must be fulfilled:
a) To authorized users, regardless of their being internal or external, such
information is necessary for their direct engagement in the activities
connected to the Study/Project making process and only to the extent needed
for the purpose of performing those activities;
b) The authorized users, regardless of its being internal or external, must be
informed by the Acquirer on the nature of the confidentiality obligations;
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IV.
V.
VI.
VII.
VIII.
IX.
X.
XI.
XII.
c) In case of disclosing the Confidential Information to the external authorized
users, the Acquirer shall need to sign the Non Disclosure Statement with such
external authorized user before acquiring any access to Confidential
Information by the Provider and it shall be binding in all limitations resulting
from this Statement.
The Acquirer is obliged to submit the Non-Disclosure Statement of the
Acquirer with external authorized user within 15 days of its signing.
The information shall not be deemed confidential if:
a) If Acquirer demonstrates that the information was legally known to it prior to
the disclosure of the Provider;
b) If the information has come into the public domain through no fault or
negligence of the Acquirer;
c) If such disclosure is required by Law, other regulation or by order of a judicial,
regulatory or other competent authority. However, in such case the Acquirer
shall immediately inform in written form the Provider prior to such disclosure,
and shall disclose such information as is approved by the Provider.
All rights and ownership in and to the Confidential Information shall be retained by
the Provider.
This Statement shall enter into force upon signing of the authorised representative
of the Acquirer, and shall be in force for the whole duration of the Study/Project,
and shall remain in force five years from the termination of the Study/Project.
Nevertheless, the Provider can terminate the Acquirer’s right to use Confidential
Information for any reason, without the need to state reasons and at any time. In
this case, the Acquirer will have to return or destroy any Confidential Information
in its possession.
Given that the Confidential Information can be subject to change, the provider
shall reserve the right to change information without prior notice, and shall not be
deemed liable for possible consequences arising from such changes, thereupon
shall not be held liable in any case if the Acquirer suffers eventual damage or loss
supposing the Confidential Information to be correct and complete.
The Acquirer shall be held liable for the damages that the Provider suffers if the
Confidential Information reaches the unauthorized persons as a result of
confidentiality obligations arising from this Statement or on the account of
unauthorized or illegal activities of the Acquirer.
The Provider reserves the right to additionally define and adapt the conditions
about Confidential information usage in special cases in accordance with the
nature of the need in each particular case.
The Contracting parties shall attempt to resolve all disputes arising out of this
Statement amicably. In the event that such a solution shall not be possible, all
disputes arising from this Statement, shall finally be settled by arbitration in
accordance with the Rules of Arbitration of the Permanent Court of Arbitration
attached to the Croatian Chamber of Economy („Zagreb Rules“).
This Statement shall be drawn up in two (2) originals of which each party shall
receive one (1).
The Acquirer acknowledges reading and understanding of this Statement and in
witness whereof shall sign and verify it with the official company seal.
In
, on
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.
For the Acquirer:
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