This Non-Disclosure Agreement (the "Agreement") is made as of (the “Effective Date”) by and between Zorinvest Ltd. (Koellner Medical Technologies), having a place of business at H-2092 Budakeszi, Futrinka utca 7914 hrsz., Hungary and and , registered via email: .
1. Authorized Purpose
The parties wish to engage in discussions concerning a possible cooperation (“the Authorized Purpose”). In connection with the Authorized Purpose, each party (and/or its Affiliates) may disclose certain confidential and/or proprietary information to the other. “Affiliate” shall mean, in relation to either party, any legal entity which is, directly or indirectly: (i) owned or controlled by that party, (ii) owning or controlling that party, or (iii) owned or controlled by the legal entity owning or controlling that party. A legal entity shall be deemed to own or to control another legal entity if more than 50% of the voting stock of the latter legal entity, ordinarily entitled to vote in the election of directors (or, if there is no such stock, more than 50% of the ownership of or control in the latter legal entity) is held by and consolidated in the annual accounts of the owning or controlling legal entity.
2. Confidential Information
Confidential Information means all information disclosed by either party or any of its Affiliates to the other party during a period of 12 months from the Effective Date (“the Disclosure Period”) in connection with the Authorized Purpose, in any form and on any medium that is labelled as “Confidential”, “Secret” or similar qualification. In case of oral disclosure, information shall be identified as being confidential at the time of disclosure and confirmed in writing as “Confidential” to the receiving party within 30 days after oral disclosure. The following information shall not be considered Confidential Information:
information that was known and on record with the receiving party prior to the disclosure by the
disclosing party, as demonstrated by written evidence; or
information that is or becomes a part of the public domain without violation of this Agreement; or
information that is lawfully obtained by the receiving party from a third party without any breach of confidentiality by such third party; or information that is developed by the receiving party independent from any disclosure by the
disclosing party under this Agreement, as demonstrated by written evidence.
If separate portions of information disclosed under this Agreement would fall within any of the foregoing exceptions, this shall not be construed as placing the entirety of such information within the foregoing exceptions. The foregoing shall not preclude either party from complying with a judicial or governmental order requiring disclosure of Confidential Information, provided that the receiving party, promptly after learning of such action, notifies the disclosing party so as to give disclosing party the opportunity to seek legal remedies to preserve the confidential nature thereof.
During the Disclosure Period and for a period of 5 years thereafter, the receiving party shall not: (i) use any Confidential Information of the disclosing party other than for the Authorized Purpose; or (ii) disclose any Confidential Information of the disclosing party to any third party other than its Affiliates or (sub)contractors who have a strict need to know such Confidential Information in connection with the Authorized Purpose and who are bound by adequate confidentiality obligations. Receiving party shall protect Confidential Information of the disclosing party with the same degree of care, but no less than a reasonable degree of care, with which it protects its own confidential information. Promptly upon the request of the disclosing party, or upon expiration of the Disclosure Period, the receiving party shall cease all use of any Confidential Information of the disclosing party and shall destroy all Confidential Information of the disclosing party, not retaining any copies thereof. In case samples and/or software form part of the Confidential Information, receiving party shall not analyze, measure the properties, alter, decompile, disassemble, attempt to decipher or otherwise reverse engineer the samples, software and/or any part thereof to determine the composition, except as reasonably necessary to accomplish the Authorized Purpose. The parties agree that, upon written request of the disclosing party, the receiving party shall return or destroy all Confidential Information received in written or other tangible form, including all copies thereof and shall certify such destruction in writing within thirty (30) days. However, the receiving party may retain Confidential Information held in archive or back-up systems in accordance with general systems archiving or backup policies. Each party shall be liable for any breach by any of its Affiliates or (sub)contractors of any obligation under this Agreement.
4. Export Control
Each party shall comply with all applicable international and national export control laws and regulations, including but not limited to those of the UN, US and EU. In particular, neither party shall export or re-export any Confidential Information without the required government licenses, approvals or waivers. The disclosing party shall inform the receiving party in writing whether or not the Confidential Information is US-controlled and/or controlled under the export control laws of its own country, and of the restrictions pertaining thereto (including but not limited to relevant jurisdiction, export control classification numbers, CCATS and/or export control licenses).
5. No Representation
All information disclosed under this Agreement shall be “AS IS” and neither party makes any warranty or representation as to the completeness, accuracy, fitness for use, non-infringement of third party rights, or otherwise in relation to any information disclosed under this Agreement.
6. No License
All information disclosed under this Agreement shall remain the property of the disclosing party. Neither party shall acquire any right or license under any intellectual property right of the other party.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Hungary. The courts of Hungary shall have exclusive jurisdiction in respect of any dispute between the parties under this Agreement, without prejudice to the right of either party to seek injunctive relief and/or other equitable compensation before any court in any place where any unauthorized disclosure or use of any Confidential Information occurs or threatens to occur.
Each party shall bear its own cost incurred in connection with this Agreement. This Agreement may not be assigned by either party to any third party other than an Affiliate of that party. The parties are and intend to remain independent contractors. Nothing in this Agreement shall be construed as an agency, joint venture or partnership between the parties. The exchange of Confidential Information under this Agreement shall not oblige either party to enter into any further agreement or conclude any transaction with the other in connection with the Authorized Purpose or otherwise. Subject to compliance with its obligations under this Agreement, neither party shall be precluded from (i) independently developing any products, services, or technologies or (ii) pursuing business opportunities with third parties. This Agreement may be executed in separate counterparts and scanned signature copies may be exchanged by e-mail, each of which shall be deemed to be an original.
Koellner Medical Technologies
Name: Richard Horvath