MUTUAL NON-DISCLOSURE AGREEMENT
between
24H.city (in formation),
temporarily represented until official registration by
Elah F. A. Nandrasana EP Keskin
& Mustafa Keskin
Riedlenstr. 18/7
D-89079 Ulm
("die Keskins")
and
________________________________________________
________________________________________________
________________________________________________
________________________________________________
________________________________________________
(the "Second Party").
“Die Keskins” and the “Second Party” are individually referred to as “Party” and collectively referred to as “the Parties”
Cooperation in the field of:
NGOs and Tools
Taxi and Transportation
Hosting and communication
Wallet, Coupon, Multibanking (openbanking)
Cashback- & Customer loyalty- systems
(the “Cooperation Contemplated”)
Purpose:
WHEREAS, the Parties desire to discuss the Cooperation Contemplated and in connection with such discussion, each Party (a “Disclosing Party”) may disclose certain valuable Confidential Information (as that term is defined below) to the other Party (a “Receiving Party”); and WHEREAS, each Party is in a position of trust and confidence with each other, and the unauthorized disclosure, or use of any Confidential Information, would cause serious harm to each Party and therefore, the Parties require that each Party maintain the confidentiality of the Confidential Information disclosed as set forth under this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Agreement:
1. Confidential Information
2. Exceptions
3. Protection of Confidential Information
4. Equitable Relief
5. Required Legal Disclosure
6. Export Control
7. Termination and Duration of Obligations
8. Return of Confidential Information
9. Ownership of Confidential Information
10. Non-Solicitation of Customers
11. Ownership of Work Results
12. Disclaimer
13. Amendment
14. Waiver
15. Enforcement of Agreement
16. Entire Agreement:
17. Governing Law and Jurisdiction
18. Binding Effect
19. Severability
20. Counterparts
1. Confidential Information
“Confidential Information” for the purpose of this Agreement and the Cooperation Contemplated means any information regarding new inventions or product ideas including, but not limited to, concepts, designs, prototypes, product configurations, specifications, drawings, diagrams, flow charts, documentation, business plans and financial information (including sales forecasts), lists of actual or potential customers or suppliers (including identifying information about those customers), operational information, and other confidential information related to future business and products if disclosed in writing and marked as confidential. Oral disclosures of information shall be treated as Confidential Information only if designated as such at the time of disclosure, subsequently submitted in writing and marked as confidential. The existence of the terms of this Agreement shall be considered Confidential Information.
2. Exceptions
Confidential Information shall not include any information which the Receiving Party can establish
(i) was in the public domain and readily available at the time of disclosure, or which enters the public domain and is readily available after disclosure through no fault of the Receiving Party or any agent or employee thereof;
(ii) is approved for public release by written authorization of the Disclosing Party;
(iii) was in the possession of the Receiving Party or known by the Receiving Party prior to receipt from the Disclosing Party;
(iv) was lawfully disclosed to the Receiving Party by a third party that was not subject to any legal obligation against disclosure; or
(v) was developed by the Receiving Party without access to or reliance on the Confidential Information.
3. Protection of Confidential Information
The Receiving Party agrees:
(i) to use the Confidential Information only for the purposes of this Agreement and in connection with the Cooperation Contemplated;
(ii) to take reasonable measures to maintain and preserve the confidentiality of the Confidential Information, including, without limitation, using the equivalent degree of care used by Receiving Party to prevent disclosure of Receiving Party’s own proprietary and confidential information, but in no event less than reasonable precautions for the type of information disclosed; and
(iii) it will disclose Confidential Information only to its employees and agents on a “need-to-know” basis. Each Party agrees that it is responsible for any breach of this Agreement by its agents or employees and that a Receiving Party shall take all actions necessary to ensure that its agents and employees comply with the terms of this Agreement. Each Party shall immediately notify the other Party if it is or becomes aware of any unauthorized disclosure or use of any Confidential Information.
4. Equitable Relief
If a breach of this Agreement occurs or is threatened, the Disclosing Party shall be entitled to seek and obtain
(i) injunctive relief restraining the Receiving Party and its employees and agents from using or disclosing, in whole or in part, directly or indirectly, the Disclosing Party’s Confidential Information;
(ii) specific performance to require the Receiving Party to comply with the covenants hereunder;
(iii) any other equitable relief that may be ordered by a court of law; and
(iv) recovery for damages, losses, and expenses of any nature, including without limitation, attorneys’ fees arising out of, resulting from, or otherwise relating to a breach, threatened breach, or enforcement of this Agreement.
5. Required Legal Disclosure
Notwithstanding Section 3 above, a Receiving Party may disclose Confidential Information to the extent required by any applicable law, regulation or court; provided, however, that the Receiving Party will, unless prohibited by law, notify the Disclosing Party promptly after becoming aware of its obligation to make such disclosure. The Receiving Party agrees to cooperate with the Disclosing Party if the Disclosing Party seeks to challenge or limit such required disclosure. If the Disclosing Party is unsuccessful in opposing such required disclosure, the Receiving Party agrees it will refrain from disclosing the Confidential Information unless legally compelled to do so, and only after the Disclosing Party has had a reasonable opportunity to seek an appropriate protective order or other injunctive relief, or has waived Receiving Party’s compliance with this Agreement in connection with such request or requirement. The Receiving Party further agrees to furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be given to the Confidential Information. Further, each Party may disclose the existence of this Agreement or Confidential Information of the other for the limited purpose of enforcing its rights under this Agreement before a court of competent jurisdiction, provided that such disclosure will be accomplished in such a manner so as to protect the rights of the Parties to this Agreement to the maximum extent reasonably possible.
6. Export Control
Each Disclosing Party has to assess and make sure that the Confidential Information to be submitted to the Receiving Party is not subject to export control law. In case the Confidential Information is subject to export control law the Disclosing Party has to inform Receiving party and has, prior to submitting such Confidential Information, to make sure it has obtained all permits necessary for Receiving Party’s use of the Confidential Information. As far as restrictions exist, the Disclosing Party has to inform the Receiving Party of these restrictions before handing over the Confidential Information and to wait for Receiving Party’s confirmation that it is ready to accept and respect such restrictions.
7. Termination and Duration of Obligations
Either Party may terminate the Agreement upon written notice to the other Party. Notwithstanding such termination, the obligations set forth in Paragraphs 1, 2, 3, 4, 5, 7, 8, and 9 shall survive termination with respect to Confidential Information and remain in effect for a period of five (5) years following the termination of the Agreement.
8. Return of Confidential Information
Immediately upon termination of this Agreement for any reason, or upon the written request of either Party at any time, the Receiving Party will
(i) immediately cease all use of all Confidential Information;
(ii) return to the Disclosing Party all originals, copies, and reproductions of Confidential Information, or if instructed by the Disclosing Party, destroy all originals, copies, and reproductions of Confidential Information; and
(iii) deliver, within ten (10) business days, a written certification to the Disclosing Party that any and all originals, copies, and reproductions of Confidential Information have been returned or destroyed.
9. Ownership of Confidential Information
The Parties acknowledge and agree that each Disclosing Party shall exclusively retain all rights, title, and interest in and to its Confidential Information and all domestic and foreign patents, patent applications, copyrights, and trade secrets related thereto. The Receiving Party shall not acquire any rights in or to the Disclosing Party’s Confidential Information. This Agreement shall not be construed as granting or conferring to the Receiving Party, either express or implied, any rights, licenses, title, or interests in or to the Disclosing Party’s Confidential Information, including any patent, copyright, trade secret, or other intellectual property rights therein. Nothing contained in this Agreement will be construed as a license to use or reproduce any Confidential Information, except as expressly set forth herein.
10. Non-Solicitation of Customers
Each Party agrees that, during the term of this Agreement and for a period of twenty-four (24) months following its termination, it shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any customer, client, or business partner of the other Party, whose identity became known in connection with this Agreement or with whom the Party had contact during the cooperation, for the purpose of offering competing products or services, particularly at lower prices. General, non-targeted marketing activities (e.g., public advertisements, job postings) shall not be deemed a breach of this clause.
11. Ownership of Work Results
All software, source code, designs, documentation, and other developments created, developed, or provided by either Party in connection with the cooperation (“Work Results”) shall, unless otherwise agreed in writing, become the exclusive property of the commissioning Party. The other Party shall not use, reproduce, or exploit such Work Results, in whole or in part, for any purpose outside the scope of this Agreement without the prior written consent of the commissioning Party.
12. Disclaimer
The Parties make no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information disclosed under this Agreement. The Parties further agree that this Agreement does not create a partnership, agency, joint venture or similar arrangement between the Parties, nor does this Agreement obligate the Parties to enter into any further agreements or to proceed with the Cooperation Contemplated.
13. Amendment
No amendment of this Agreement shall be binding upon the Parties unless made in writing and duly signed by all Parties.
14. Waiver
Failure by any Party to enforce any provision of this Agreement shall not be construed to be a waiver of such provision or its rights thereafter to enforce such provision or any other provision.
15. Enforcement of Agreement
Each Party agrees that money damages would be inadequate compensation for breach of this Agreement. Accordingly, each Party hereby consents in advance to the entry by a court of competent jurisdiction of equitable relief (including an injunction that enjoins the breaching Party from disclosing or using Confidential Information) to enforce the terms of this Agreement. The Parties agree that in the event of a breach of this Agreement by a Receiving Party, the Disclosing Party shall be entitled to recovery for damages, losses, and expenses, including attorneys’ fees arising from or otherwise relating to a breach, or threatened breach, of this Agreement. The Parties agree that no bond is required as a condition for equitably protecting a Party’s Confidential Information.
16. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, as of the date hereof, and supersedes all previous understandings, representations, proposals and discussions, whether oral or written, between the Parties concerning the subject matter hereof.
17. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Germany with the exception of its rules regarding conflicts of laws and further provision which might lead to the application of Laws others than those of the Federal Republic of Germany. All disputes in connection with or out of this Agreement are due to jurisdiction of the district court of Ulm (“Landgericht Ulm”).
18. Binding Effect
This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their parents, subsidiaries, affiliates, employees, shareholders, officers and directors, and their respective heirs, successors, representatives and assigns.
19. Severability
If any provision of this Agreement is held to be unenforceable for any reason, it will be modified rather than voided, if possible, in order to achieve the intent of the Parties to this Agreement to the extent possible. All other provisions of this Agreement will be deemed valid and enforceable to their fullest extent.
20. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
As far as discrepancies occur between the English and the German version, the German version shall be the binding version of this Agreement.