Non-disclosure agreement

This MUTUAL NON-DISCLOSURE AGREEMENT concluded pursuant to Section 269 (2) of the Act No. 513/1991 Coll. the Commercial Code, as amended (hereinafter as the “Commercial Code”) dated as of {{documentEffectiveDate}} (hereinafter as the "Agreement")

BETWEEN:

1. {{repPartyName}}, , a {{repPartyStateUS}} {{repPartyEntityTypeUS}} with its registered address at {{repPartyAddressUS}}, acting through {{repPartyRepName}}, email: {{repPartyRepEmail}} (hereinafter as the “Company“); and
2. {{2ndPartyName}}, , a {{2ndPartyStateUS}} {{2ndPartyEntityTypeUS}} with its registered address at {{2ndPartyAddressUS}}, acting through {{2ndPartyRepName}}, email: {{2ndPartyRepEmail}}. (hereinafter as the “Partner“).

(The Company and the Partner together hereinafter as the “Parties” and individually as the “Party”)

WHEREAS:

The Parties manifest interest in potential cooperation on {{clientScope}}, that may lead to mutual exchange of confidential information,

NOW THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

1. Confidentiality

1. The Parties are obliged to maintain the confidentiality of Confidential Information (as defined in section 1.5 of the Agreement, hereinafter the „Confidential Information“), which they may not disseminate, provide or make available to any third parties or use for themselves or for other persons contrary to the purpose for which it was provided or accessed during the Project or after its end. The obligation of confidentiality continues even after the termination of the Agreement, for a period of {{productNDAPeriod}}.
2. The Parties are obliged to use the Confidential Information exclusively for the purpose of the Project. The Parties undertake to take all reasonable measures to prevent the leakage, disclosure or accessing by third parties of the Confidential Information and are entitled to provide Confidential Information only to employees, contractors or other partners on a need-to-know basis who are bound by a duty of confidentiality at least as broad as that in this Agreement.
3. The Parties are obliged to immediately return to the other Party or destroy, where return is not possible, all documents, materials and their content provided to them after the end of the term of the Agreement.
4. The Section 2.1 of the Agreement shall not apply:

1. if a Party proves that the Confidential Information of the other Party was generally available to the public through no improper action or inaction by the Party;
2. if the Party has legally obtained, had available or owned the Confidential Information prior to the signing of the Agreement;
3. if Confidential Information was independently developed or rightfully disclosed to it by a third party without restriction, which the Party can believably prove;
4. If the disclosure of the Confidential Information is requested pursuant to valid law.

5. The Parties agree that Confidential Information is all of the following information, whether or not it has been made available to the other Party orally, in writing, visually or in any other form:

1. the content of the Agreement, the content of any other agreements between the Parties;
2. description, characterisation or any other information about the Project;
3. all information related to the other party, its business partners, activities, procedures, agreements, economic outcomes, or actions connected to the Project, as well as information on persons involved in the Project’s implementation, designated as confidential or learned through the Project;
4. any information which the Party learns in the course of the Project and which can reasonably be presumed to remain secret and confidential. 

2. Termination of the Agreement

1. This Agreement automatically terminates on the date of termination of the Project by the Parties. The Agreement may also terminate by mutual written agreement of the Parties. 
2. The Parties have agreed that the application of the provisions of Section 344 et seq. Commercial Code is excluded.

3. Final Provisions

1. This Agreement becomes effective upon execution by both Parties, with a fully executed PDF or similar electronic transmission being sufficient for binding, negating the need for original exchanges. This also applies to any related actions or notices.
2. Should any provision of this Agreement be deemed illegal, invalid, or unenforceable by a competent authority, it will be considered severable and treated as if it were removed, allowing the remainder of the Agreement to remain valid and in effect. The Parties will endeavor to replace such provisions with ones that closely align with the intended purpose and meaning of the Agreement. Additionally, the Parties explicitly agree to exclude any non-mandatory Slovak legal system provisions that could alter the purpose or meaning of the Agreement's provisions.
3. The Agreement may be amended only by agreement of the Parties in the form of numbered written amendments.
4. The Parties in accordance with Section 262 (1) of the Commercial Code agreed that their contractual relationship is governed by the Commercial Code. Any disputes shall be decided by the courts of the Slovak Republic.
5. The Parties by signing the Agreement declare that they are concluding it freely and seriously, that it has not been concluded under unfavourable conditions or in distress.

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