📝 Non - Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This AGREEMENT between FL3XX GmbH (“FL3XX”), whose registered office is Kolingasse 11, 1090 Vienna, Austria, and (“Company”) whose registered office is ..... , is being entered into for the purpose of setting forth the conditions under which FL3XX and/or Company may furnish or disclose to the other Party certain valuable information including, plans, research, development, specifications, data, computer programs, documentation and other technical and business information, in written, graphic, oral, electronic, or other tangible form (provided any such oral information is reduced to writing, and delivered by the disclosing Party to the receiving Party within five (5) business days after such oral disclosure is made), relating to either parties products, services, customers, marketing and related financial information including, without limitation, compilations, summaries and synopses created by either Party using the information provided by the disclosing Party (collectively, the “Information”).

FL3XX and Company agree as follows:

1. NON-DISCLOSURE

   (a) All right, title and interest in the Information shall remain with, and be deemed property of, the disclosing Party. The Information and all copies thereof shall be returned to the disclosing Party upon request. The receiving Party shall not use the Information for its own corporate purposes or otherwise, except in accordance with the terms of this Agreement.
   (b) Unless and until the Information is (i) in or becomes part of the public domain (other than by disclosure of the receiving Party in violation of this Agreement), (ii) demonstrably known to the receiving Party previously, (iii) independently developed by the receiving Party outside of this Agreement, or (iv) rightfully obtained by the receiving Party from third parties (without breach of an obligation of confidentiality to the disclosing Party), the receiving Party shall not disclose the Information and shall use the same degree of care preserving the confidentiality of the Information as it uses with regard to its own proprietary information. Notwithstanding anything to the contrary above, the receiving Party may disclose the Information in response to appropriate governmental requirements or court order, and will provide notice to the disclosing Party if not restricted by the governmental requirements or court order.
   (c) The Receiving Party agrees not to, and will not allow any of its employees, agents or representatives to, disclose or use any of the Information, except in accordance with this Agreement.
   (d) If receiving Party or any of its employees, agents or representatives attempt to use, disclose or dispose of any of the Information, or any duplication or modification thereof, in any manner contrary to the terms of this Agreement, the disclosing Party shall have the right, in addition to such other remedies which may be available to it, to injunctive and other equitable relief enjoining such acts or attempts, it being acknowledged that legal remedies alone are inadequate.

2. NOTICES

   All communications provided for by this Agreement shall be in writing and shall (unless otherwise specifically provided herein) be deemed given, two days after such noticed is mailed by registered or certified postpaid envelope, addressed to the address of the parties set forth above, or to such changed address as such parties have mutually agreed in writing.

3. MISCELLANEOUS

   (a) This Agreement shall not be changed, modified or amended except by in writing signed by both parties, and this Agreement may not be discharged except by performance in accordance with its terms. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by either Party hereto without the prior written consent of the other.
   (b) In addition to the terms and conditions as identified herein, both parties agree to be bound by the terms and conditions of third Party confidentiality agreements which either Party signs, only to the extent that the receiving Party, (i) performs work relating to such third Party, or (ii) requires information relating to such third Party from FL3XX.
   (c) Neither Party makes any representation or warranty, express or implied as to the accuracy or completeness of the Information disclosed to the receiving Party.
   (d) This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature between them.
   (e) The individuals executing this Agreement on behalf of FL3XX and Company do hereby represent and warrant that they respectively have been and are on the date of this Agreement duly authorized by all necessary appropriate corporate action to execute this Agreement on behalf of their respective principals. This Agreement is to be governed by and construed under Austrian law, and the parties both irrevocably submit to the jurisdiction of the Austrian courts.

4. TERMINATION

   This agreement shall terminate three (3) years after the effective date unless terminated earlier by either Party. Either Party may terminate this Agreement, with or without cause, by providing three (3) months prior written notice of termination to the other Party. Upon termination of this Agreement, the receiving Party shall immediately cease to use the disclosing Party’s Information and shall, at disclosing Party’s discretion, promptly return or destroy all documents or other media containing Information, including copies thereof, and including all documents or other media (or copies thereof) containing Information that were communicated to Affiliates or to contractors, sub-contractors, agents, or similar persons and entities in compliance with article 1. The receiving Party shall, upon disclosing Party’s request, certify in writing its compliance with the provisions of this article 4.
   Notwithstanding the termination of this agreement, either Party’s obligations under this agreement shall survive such termination for a further period of two (2) years.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the dates set forth below.