Assignment.Exchange, “17”October 2020.a
Whereas _______________ (with commercial code_____________) with offices at______________, represented by the member of management board ___________ (hereinafter „Assignee“) will be reviewing certain non-public, confidential and/or proprietary information concerning the business activities, personal or individual information, specifically financial, property and ownership, and another information (the “Confidential Information”), of the following legal, an _____________________________________________ (commercial code ____________) with offices at _________________, represented by members of management board _________________ (hereinafter “Assignor”), hereinafter jointly or separately also referred to as a Party or the Parties have agreed on the following:
A.All disclosures hereunder will be made solely in connection with carrying out the Due Diligence in Assignor and its subsidiaries, (the “Purpose”).
B.This Agreement and each party`s obligations hereunder shall terminate and expire one year from the date hereof.
C.For the purposes of this Agreement, Confidential Information shall mean any and all trade secrets, business information, databases, documentation, files or other information concerning the Assignor or its subsidiaries or their activities, whether presented orally, in writing or via any other media, disclosed directly or indirectly to the Assignee or its representatives, advisors or employees by the Assignor, its subsidiary, their representatives or employees.
D.The Assignor agrees to disclose its Confidential Information to the Assignee subject to the following terms and conditions:
1.The Confidential Information will be used by each Assignee solely for the Purpose and not for any other purposes. The Assignee undertakes to use the Confidential Information in a reasonable manner and ensure both for the duration of this Agreement and after its termination confidentiality of information.
2.The Confidential Information will be kept confidential and will not be disclosed to any third party other than those of the Assignee`s Representatives (as defined below) and who have a need to know in connection with Purpose, except
(a) with the written consent of the Assignor or
(b) pursuant to a subpoena or order issued by a court or tribunal of competent jurisdiction or as required or requested by a judicial or administrative or legislative body or committee, and the only upon prior writing notice to the Assignor.
The Assignee represents that each of its Representatives to who Confidential Information is disclosed is formally apprised of his or her obligations concerning the confidentiality of Confidential Information and hereby agrees to be responsible for the disclosure of the Confidential Information or other actions or inactions regarding the Confidential Information take or omitted by its Representatives or any other person to whom Confidential Information is disclosed. The term “Representative” means, with respect to each Party, the affiliates of such Party and officers, directors, employees, consultants, attorneys, auditors and agents of the Party and its affiliates.
3.Without the prior written consent of the other Party, such consent not to be unreasonably withheld, neither Party will disclose to any third party, other than a Representative, the fact that any evaluation, analysis, discussions or negotiations are taking place between the Parties, that it has requested or received any Confidential Information, or any of the terms or other facts with respect to the discussions or this Agreement.
4.Information will not be deemed Confidential Information that:
(a) the Assignee can demonstrate was already in its possession and know by it to be subject to an obligation of secrecy,
(b) is or becomes available in the public domain other than as a result of unauthorized disclosure by the Assignee or its Representatives,
(c) is not acquired, directly or indirectly, from the Assignor or persons in breach of an obligation of secrecy to the Assignor or
(d) is developed by or for the Assignee independent of the Confidential Information disclosed to it hereunder.
5.All Confidential Information supplied by the Assignor to the Assignee and all copies or translations thereof made by the Assignee, will upon request by the Assignor be returned to the Assignor or destroyed by the Assignees, and such destruction will be certified in writing to the Assignor by an authorized officer of the Assignee supervising the destruction; provided that the Assignee may retain one complete copy thereof in its legal archives in order to determine its rights and obligations hereunder.
6.Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three of which one is assigned by Assignment.Exchange Trading Platform. The seat, or legal place, of arbitration, shall be Assignment.Exchange digital ecosystem. The language to be used in the arbitral proceedings shall be the language used by parties. The governing law of the contract shall be CISG.
7.No failure or delay by an Assignee or the Assignor or its affiliates in exercising any right under this Agreement will operate as a waiver, not will any single partial exercise preclude any other or further exercise of any rights under this Agreement.
8.No contract or agreement providing for any business arrangement or transaction between the parties will be deemed to exist unless and until a definitive agreement has been executed and delivered by the parties, and neither party (or its Representatives) will have any obligation of any kind with respect to any such arrangement or transaction by virtue of this Agreement. For purposes of this Agreement, except for the matters specifically addressed in this Agreement. For purposes of this Agreement, “definitive agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid.
9.This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and may not be amended except by written instrument signed by the parties. This Agreement will inure to the benefit of and be binding upon Assignor, the Assignee and their respective heirs, successors and assigns, including any successor to Assignor or Assignee and any party acquiring all or substantially all of their assets or business, by merger, consolidation, purchase of assets, purchase of stock or otherwise.
United Nations Convention on Contracts for the International Sale of Goods (CISG) http://cisgw3.law.pace.edu/cisg/text/treaty.html
The London Court of International Arbitration (LCIA) http://www.lcia.org/
Assignment.Exchange Trading Platform https://assignment.exchange/