This Agreement has been made and entered into between:
Pangara AB, a company incorporated in Sweden with registered number no. 559043-1382 ("Company"), having its principal place of business at WeWork Stockholm Malmskillnadsgatan 32 111 51 Stockholm, Sweden, and
Service Provider, individual who applies to join Pangara's network of talents. Pangara and the Service Provider are hereinafter also referred to individually as the "Party" and jointly as the "Parties".
Whereas, the Parties are or will be evaluating, discussing and negotiating a potential contractual relationship concerning the supply of technical development, programming, product development strategy (including documentation, services and associated equipment) (hereinafter referred to as the “Co-Operation”);
whereas, the Parties may in connection with these evaluations, discussions and negotiations disclose to each other certain Confidential Information (as defined below); and
whereas, the Parties have agreed that disclosure and use of Confidential Information shall be made on the terms and conditions of this Agreement.
Now, therefore, the Parties agree as follows;
Wherever used in this Agreement the following terms shall have the meanings set forth below:
Affiliate: means any legal entity which, at the time of disclosure to it of any Confidential Information, is directly or indirectly controlling, controlled by or under common control with any of the Parties.
Agreement: means this Non-Disclosure Agreement.
Confidential Information: means any information disclosed in any form whatsoever (including, but not limited to, disclosure made in writing, orally or in the form of samples, models, computer programs or otherwise) by the Disclosing Party to the Receiving Party under this Agreement, provided that (i) such information is, at the time of disclosure, designated as “confidential” or is marked with the name, sign, trade name or trade mark of the Disclosing Party or (ii) the nature of the information makes it obvious that it is confidential. However, the term Confidential Information shall not include any information disclosed by the Disclosing Party to the Receiving Party which;
is in the public domain at the time of signing this Agreement or which later comes into the public domain other than by a breach of this Agreement;
is received by the recipient without restriction from a third party who had the right to disclose it without restrictions;
is demonstrably developed independently by the Receiving Party, provided that the physical person or persons that have developed the information have not had knowledge about the information disclosed by the Disclosing party;
is known to the Receiving Party prior to disclosure or otherwise is in the Receiving Party’s possession prior to disclosure; and
The Receiving Party is required to disclose by mandatory law or by a governmental or administrative agency or body or by a decision by a court of law or stock exchange rules.
Contemplated Agreement: means any future legally binding agreement between the Parties in relation to the Co-Operation.
Disclosing Party: means the Party disclosing Confidential Information to the Receiving Party under this Agreement.
Effective Date: means the day this Agreement becomes effective as set out in Section 9.1.
Co-Operation: means the Co-Operation defined under the Section 1 above.
Receiving Party: means the Party receiving Confidential Information from the Disclosing Party under this Agreement.
Term: means the term set out in Section 9.2.
Non-disclosure of confidential information
The Receiving Party shall during the term of this Agreement (as specified in Section 9.2) not disclose to any third party Confidential Information received from the Disclosing Party.
In addition to the responsibility not to disclose Confidential Information to any third party as set out in Section 3.1, the Receiving Party shall during the Term of this Agreement be liable for:
any loss, theft or other inadvertent disclosure of Confidential Information, and
any unauthorized disclosure of Confidential Information by persons (including, but not limited to, present and former employees) to whom the Receiving Party under this Agreement has the right to disclose Confidential Information received from the Disclosing Party.
The Receiving Party shall not be liable for such inadvertent or unauthorized disclosure if it has used the same degree of care in safeguarding such Confidential Information as it uses for its own confidential information of similar importance. However, the Receiving Party must in any case have used not less than a reasonable degree of care and, upon becoming aware of such inadvertent or unauthorized disclosure, notified the Disclosing Party thereof and taken reasonable measures to mitigate the effects of such disclosure and to prevent any further disclosure.
Use of confidential information
During the Term the Receiving Party is entitled to use Confidential Information only to the extent necessary for the Co-Operation.
Permitted disclosure of confidential information
The Receiving Party may disclose Confidential Information to any of its Affiliates and the Affiliate shall, at its own discretion, be entitled to use or disclose the Confidential Information, however only to the same extent the Receiving Party is permitted to disclose Confidential Information under this Agreement. The Receiving Party hereby warrants that any Affiliate to which Confidential Information is disclosed will be bound by and will obey the terms of the Agreement.
The Receiving Party shall limit the dissemination of Confidential Information received from the Disclosing Party to its employees and Affiliates having a need to receive such information.
Except as provided in Section 5.1, the Parties acknowledge that the Receiving Party may only disclose Confidential Information received from the Disclosing Party to its contractors, subcontractors, agents or similar entities upon the prior written consent of the Disclosing Party. In the event the Disclosing Party gives such consent, the Receiving Party warrants that any of its contractors, subcontractors, agents or such other similar entities to which Confidential Information is disclosed will be bound by and will comply with the terms of this Agreement.
Copying and return of furnished instruments
The Receiving Party shall not be entitled to copy, duplicate, record, data process, or store any Confidential Information provided by the Disclosing Party, unless and to the extent it is necessary for the Co-Operation.
All material containing Confidential Information shall remain the Disclosing Party’s property. The Receiving Party shall promptly return all Confidential Information to the Disclosing Party upon its written request or (at the Disclosing Party’s option) destroy all such Confidential Information and provide to the Disclosing Party a certificate of such destruction signed by a duly authorized officer of the Receiving Party.
No representations or warranties
The Confidential Information is delivered “as is” and all representations and warranties, expressed or implied, are hereby disclaimed.
Non-disclosure of negotiations
Except as provided in Section 5, each Party agrees that it will not without the other Party’s prior written consent disclose to any third party the fact that the Parties are discussing the Co-Operation. The Parties acknowledge that the provisions of this Agreement shall apply in respect of the content of any such discussions.
Term and termination
This Agreement shall become effective on the day it has been duly signed by both Parties. The provisions of this Agreement shall however apply retroactively to any Confidential Information which may have been disclosed in connection with discussions and negotiations regarding the Co-Operation prior to the Effective Date.
This Agreement shall remain in force for five (5) years from the Effective Date, unless and to the extent this Agreement is superseded by stipulations of the Contemplated Agreement.
In addition, at all times subsequent to the Term, the Receiving Party undertakes not to reveal or exploit Confidential Information supplied by the Disclosing Party for purposes other than that for which such Confidential Information was disclosed to Receiving Party.
Governing law and arbitration
This Agreement shall be governed by and construed in accordance with Swedish law, except from its principles of choice of law.
Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator. The place of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English.
Signing and execution
This Agreement may be executed in several counterparts, and all counterparts so executed shall constitute one agreement, binding on the parties hereto, notwithstanding that such parties are not signatory to the same counterpart. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service (such as PDF file by email), shall be considered original executed counterparts for purposes of this Section 11, provided that receipt of copies of such counterparts is confirmed.
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IN WITNESS WHEREOF, the parties caused this Agreement to be executed by their duly authorized representatives.