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NON-DISCLOSURE AGREEMENT

- hereinafter referred to as „AGREEMENT“ -

by and between

UVC Disinfection
“Mayrink Veiga 04/14 andar
Rio de Janeiro
Brazil”

- hereinafter referred to as "UVC Disinfection" -

and

sterilAir AG, Oberfeldstrasse 6, 8570 Weinfelden, Switzerland

- hereinafter referred to as "sterilAir" -

- sterilAir and UVC Disinfection hereinafter referred to as “PARTY” or “PARTIES”


respectively -

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WHEREAS, the PARTIES to this AGREEMENT intend to engage in discussions


concerning the evaluation of possibilities for a business relationship between themselves
in respect of cooperation especially related to, but not limited to, UV disinfection
solutions. The PARTIES will elaborate strategic partnership options, but also might
discuss about strategic collaboration, joint development agreement, joint venture or
financial investment.

WHEREAS, in the course of such discussions it is anticipated that the PARTIES will
disclose or deliver to each other certain of their proprietary information relating to the
PURPOSE as set forth above,

NOW THEREFORE, the PARTIES hereto agree as follows:

1. Definitions

For the purpose of this AGREEMENT

a) "CONFIDENTIAL INFORMATION" shall mean any information and data,


including but not limited to business, commercial and technical information, and
all record bearing media containing or disclosing such information and
techniques, which is - when disclosed in tangible form or via electronic
communication, including internet based provision of information - marked
"Confidential" or similarly labelled by the disclosing PARTY or which is - when
disclosed orally or visually - identified as such prior to disclosure and
summarized in writing by the disclosing PARTY and said summary is given to
the receiving PARTY marked "Confidential" or similarly labelled within thirty
(30) days after such disclosure. In case of disagreement relating to the
summary, the receiving PARTY must present its objections to the summary in
writing within thirty (30) days of receipt. CONFIDENTIAL INFORMATION shall
include any copies or abstracts made thereof as well as any apparatus,
modules, samples, prototypes or parts thereof;

b) “AFFILIATES” shall mean in case of UVC Disinfection and all entities which are
controlled by UVC Disinfection, whether directly or through one or more
intermediaries, and in case of the other PARTY all entities which are controlled
by such PARTY, whether directly or through one or more intermediaries. For
purpose of this definition “controlled” means ownership of securities
representing more than fifty percent (50 %) of the voting capital stock or other
interest having voting rights with respect to the election of the board of
directors or similar governing authority, or any other power by contract or in
any other form which entitles such named entity to the respective voting rights.

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2. Use of CONFIDENTIAL INFORMATION

The PARTIES hereto agree to exchange hereunder CONFIDENTIAL


INFORMATION for the sole PURPOSE set forth above, and the receiving PARTY
shall be permitted to use CONFIDENTIAL INFORMATION disclosed to it pursuant
to this AGREEMENT only for such sole PURPOSE, unless otherwise expressly
agreed to in writing by the disclosing PARTY.

3. Confidentiality

All CONFIDENTIAL INFORMATION exchanged between the PARTIES pursuant to


this AGREEMENT

a) shall not be distributed, disclosed, or disseminated in any way or form by the


receiving PARTY to anyone except its own employees or those employees of
its AFFILIATES or its own advisors or the advisors of its AFFILIATES, who
each have a reasonable need to know said CONFIDENTIAL INFORMATION
for the PURPOSE and who are bound to confidentiality either by their
employment agreement or otherwise in writing to an extent not less stringent
than the obligations imposed on the receiveing PARTY under this
AGREEMENT.;

b) shall be treated by the receiving PARTY with the same degree of care to avoid
disclosure to any third party as is used with respect to the receiving PARTY's
own information of like importance which is to be kept confidential, but not less
than reasonable degree of care; and

c) shall remain the property of the disclosing PARTY.

4. Exceptions

The obligations as per Articles 2 and 3 shall not apply, however, to any information
which:

a) is already in the public domain or becomes available to the public through no


breach of this AGREEMENT by the receiving PARTY or its AFFILIATES or its
advisors;

b) was rightfully in the receiving PARTY's or its AFFILIATES’ possession without


confidentiality obligation prior to receipt from the disclosing PARTY;

c) has been rightfully received by the receiving PARTY or its AFFILIATES from a
third party without confidentiality obligation, provided such third party is not, to
the receiving PARTY’s knowledge, in breach of any obligation to confidentiality
relating to such information;

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d) is independently developed by the receiving PARTY or its AFFILIATES;

e) is approved for release by written agreement of the disclosing PARTY.

The PARTY seeking the benefit of such exception shall bear the burden of proving
its existence.

The receiving PARTY may disclose CONFIDENTIAL INFORMATION of the


disclosing PARTY if the receiving PARTY is required to do so by any ruling of a
governmental or regulatory authority or court or by mandatory law, provided that
written notice of such ruling is given without undue delay to the disclosing PARTY
so as to give the disclosing PARTY an opportunity to intervene and provide further
that the receiving PARTY uses reasonable efforts to obtain assurance that the
CONFIDENTIAL INFORMATION will be treated confidentially. CONFIDENTIAL
INFORMATION which is disclosed in such way must be marked “confidential”
before disclosure.

5. Obligation to disclose, Remuneration, Liabilities

Each PARTY shall have the right to refuse to accept any information under this
AGREEMENT prior to any disclosure and nothing herein shall obligate either
PARTY to disclose any particular information. Information which was disclosed
despite the refusal of acceptance is not covered by the obligation to keep
confidential.

The PARTIES shall not be obligated to any remuneration for disclosure of any
information under this AGREEMENT and agree that any information is made
available “as is” and no warranties of any kind are given with respect to such
information as well as any use thereof and that any liability or indemnification in
connection with the use of such information by the receiving PARTY shall be
excluded.

6. No License, No Agency

Licenses or any other rights such as, but not limited to, patents, utility models,
trademarks or tradenames, are neither granted nor conveyed by this
AGREEMENT, nor does this AGREEMENT constitute any obligation of the
disclosing PARTY to grant or convey such rights to the receiving PARTY. The
receiving PARTY shall not be entitled to file for patents or other statutory protection
in any country based on or using any CONFIDENTIAL INFORMATION received
hereunder, and any such patent or statutory protection must be transferred to the
disclosing PARTY upon its request and without any charge. The disclosure of
CONFIDENTIAL INFORMATION does not constitute any right of prior use for the
receiving PARTY.

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No agency or partnership agreement between the PARTIES is agreed upon by this


AGREEMENT.

7. Term, Termination

This AGREEMENT shall be effective as of the date of the last signature as written
below (hereinafter "EFFECTIVE DATE"). It may be terminated with respect to
further disclosures upon thirty days prior notice in writing. This AGREEMENT shall
automatically terminate twelve (12) months from its EFFECTIVE DATE. The rights
and obligations accruing prior to termination shall, however, survive the termination
of this AGREEMENT for a period of three (3) years.

8. Return

All CONFIDENTIAL INFORMATION exchanged between the PARTIES pursuant to


this AGREEMENT and any copies or abstracts made thereof shall upon respective
request of the disclosing PARTY after termination of this AGREEMENT either be
returned to the disclosing PARTY or, at the discretion of the receiving PARTY, be
destroyed by the receiving PARTY. Such request shall be notified in writing by the
disclosing PARTY to the receiving PARTY within ninety (90) days after termination
of this AGREEMENT. In case of a destruction, the receiving PARTY shall confirm
in writing such destruction to the disclosing PARTY.

The provisions of Article 8 para.1 shall not apply to copies of electronically


exchanged CONFIDENTIAL INFORMATION made as a matter of routine
information technology backup and to CONFIDENTIAL INFORMATION or copies
thereof which must be stored by the receiving PARTY, its AFFILIATES or its
advisors according to provisions of mandatory law or to the receiving PARTY’s and
its AFFILIATES' internal compliance guidelines, provided that such copies shall be
subject to an indefinite confidentiality obligation according to the terms and
conditions set forth herein until returned and/or destroyed, as the case may be.

9. AFFILIATES and Advisors

Any disclosure of CONFIDENTIAL INFORMATION to the receiving PARTY or an


AFFILIATE of the receiving PARTY by the disclosing PARTY or an AFFILIATE of
the disclosing PARTY will be deemed to be a disclosure by the disclosing PARTY
to the receiving PARTY for purposes of this AGREEMENT. Each PARTY shall
oblige its AFFILIATES, AFFILIATES’ employees and advisors to comply with this
AGREEMENT and shall be liable for acts or omissions of its AFFILIATES or by
AFFILIATES' employees - even where such AFFILIATE ceases to be an
AFFILIATE - or by any PARTY's advisors resulting in unauthorized distribution, use
and/or disclosure of CONFIDENTIAL INFORMATION as if such acts or omissions
had been its own acts or omissions.

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10. Entire Agreement

As to confidential treatment and restriction in use of CONFIDENTIAL


INFORMATION exchanged between the PARTIES in respect of the PURPOSE,
this AGREEMENT represents the entire understanding and agreement of the
PARTIES and supersedes all prior communications, agreements and
understandings. The provisions of this AGREEMENT may not be modified,
amended, nor waived, except by a written instrument duly executed by the
PARTIES hereto. The requirement of written form can only be waived in writing.

11. Governing Law

This AGREEMENT shall be governed by Swiss Law without giving effect to


principles of conflict of laws.

12. Arbitration

Any dispute arising out or in connection with this AGREEMENT shall be submitted
to an arbitration process according to the arbitration rules of the International
Chamber of Commerce (ICC), Paris. Arbitration shall be governed by and
conducted by three arbitrators in accordance with the ICC rules of arbitration.
Arbitration shall take place at Weinfelden, Switzerland, and be conducted in
English language. Swiss Procedural Law shall apply where the ICC rules of
arbitration are silent.

Each Party may seek provisional measures from any court of competent
jurisdiction, including without limitation provisional injunctive relief, provided that the
final resolution of the dispute is through the arbitral tribunal appointed in
accordance with this Article 12.

13. Assignment

Neither this AGREEMENT nor any rights and obligations under this AGREEMENT
may be assigned or delegated by either PARTY without the prior written consent of
the other PARTY.

However, either PARTY may, without the consent of the other PARTY, while
remaining entitled and obligated under this AGREEMENT, assign and transfer the
same rights and obligations under this AGREEMENT to a successor in business or
an acquirer of all or a substantial part of the business (whether by way of a share
deal, asset deal or otherwise) to which this AGREEMENT pertains. The assigning
PARTY shall inform the other PARTY in writing if the successor in business or the
acquirer is not an AFFILIATE. The assigning PARTY and the other PARTY shall

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themselves continue to bear all of their rights and obligations originating under this
AGREEMENT until and up to the assignment.

14. Export Regulations

The PARTIES shall abide by the applicable export license regulations of the
respective country(ies) and, if required, the disclosing PARTY shall apply for an
export license grant prior to any transmission of CONFIDENTIAL INFORMATION
and inform the receiving PARTY sufficiently of any existing limitation.

IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT to be


executed by their duly authorized representatives on the dates specified below.

UVC Disinfection sterilAir AG

Date: Date:

.................................................... ..................................................
Martin Graupner, CEO SP

.................................................... ..................................................
Name, Title Name, Title

NDA sterilAir Group


Status: May 2016

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