Mutual Non Disclosure Agreement
This Non Disclosure Agreement (this “NDA”) dated the date of the signup (the “Effective Date”) is made by and between Matrix I.T. CloudZone Ltd., (“Matrix”) an Israeli company with its registered office at of 12 Amal Street, Rosh Ha’ayin, Israel and You (“Partner”).
Matrix and Partner shall be referred to herein, each separately, as a “Party” and jointly as “Parties”.
WHEREAS, each of the Parties owns, possesses or has developed certain technical and business information relating to the technology, business, products and product plans of such Party, its affiliates and/or of third parties; and in connection with and for the purpose the Main Agreement, each of the Parties (the “Discloser”) is willing to disclose to, and the other Party (the “Recipient”) may otherwise have access to and acquire, Confidential Information (as defined below).
NOW, THEREFORE, the Parties hereby agree as follows:
- Definition. “Confidential Information” shall mean any information and data, which by nature obviously is proprietary or confidential or which is designated by means of appropriate text to be of a proprietary or confidential nature, whether in oral, written, graphic, machine-readable form or in any other form, whether or not designated by Discloser as proprietary and/or confidential, disclosed and/or made available by Discloser to Recipient or otherwise acquired by Recipient as a result of or in connection with this NDA and/or the Parties’ discussions (whether prior to the execution hereof or thereafter).
Confidential Information shall include, without limitation, proprietary, business, financial, technical, clinical, development, experimental, formula, design, specifications, product (actual or planned and any derivatives thereof), marketing, sales, strategy, prices, Partners, operating, employees, performance, cost, know-how, research, technique and process information, records and results, trade secrets, patents, patent applications, copyrights, improvements and inventions (whether patentable or not) and other works of authorship, and all record bearing media containing or disclosing such information and techniques. When appropriate, the term “Confidential Information” shall also include samples, models and prototypes, or parts thereof. The Parties’ discussions and the terms thereof shall be further deemed Confidential Information hereunder.
The confidentiality obligations of this NDA shall not apply to any information that the Recipient can able to prove by documents or other competent evidence: (a) is already or becomes in the public domain through no fault of Recipient or a breach of this NDA; (b) was, as between the Parties, lawfully in Recipient’s possession prior to receipt from Discloser; (c) is received by Recipient independently from a third party free to lawfully disclose such information to Recipient, or (d) is independently developed by Recipient without use of Confidential Information. Confidential Information shall not be deemed to be in the public domain merely because any part of the Confidential Information is embodied in general disclosure or because individual features, components or combinations thereof are now or become known to the public.
A disclosure by Recipient of Confidential Information in response to a valid order by a court or other governmental body, or as otherwise required by law, and to such extent necessary, shall not be considered to be a breach of this NDA, provided, however, that Recipient shall provide Discloser, subject to applicable law, with prompt prior written notice thereof to enable Discloser to seek a protective order or otherwise prevent or contest such disclosure.
Disclosure of the contents and the existence of this NDA by a party in connection with a due diligence inquiry and subject to confidentiality undertakings shall not be considered to be a breach of this NDA.
- Restrictions. Without derogating from AWS Documents, all Confidential Information delivered, made available or otherwise acquired pursuant to this NDA (a) shall not be copied, duplicated, distributed, disseminated or made available in any way or form by Recipient (or so allowed, aided or enabled by Recipient); (b) shall be maintained in confidence and in a place and manner that ensures such confidentially (which in any event shall be not less than customary industry standards), and may only be disclosed to those employees of Recipient who have a need to know and who have executed an obligation of confidentiality and restriction of use similar to the terms hereof; and (c) shall not be used or exploited by Recipient, directly or indirectly, for any purpose, except for the purpose of e the Main Agreement and any act related thereto.
- Duration. Recipient’s obligations hereunder with respect to each item of Confidential Information shall be perpetual, until such time as the Confidential Information shall have become public domain through no fault of Recipient.
- Term. This NDA shall be effective as of the date stated above and shall terminate when the Main Agreement is terminated provided, however that the provisions of Section 3 above and Sections 5-8 below shall survive the termination or expiration of this NDA.
- Return of Materials. Promptly following the earlier of (i) termination or expiration of this NDA; and (ii) within seven (7) days following a written request by the Discloser at any time, Recipient will deliver to Discloser all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof (or shall have such documentation and/or media destroyed and shall so confirm in writing, at Discloser’s sole discretion).
- Mutual Disclaimers; No Proprietary Rights. The Parties shall have no obligation to enter into any further agreement with each other. Nothing herein shall be deemed to create any principal/agent, employee-employer, joint venture or other business relationship between the Parties. It is understood and agreed that Confidential Information is provided “AS IS”. No warranties, express or implied, of any kind are given by Discloser with respect to Confidential Information provided hereunder. The Parties also understand that all Confidential Information shall remain the sole property of Discloser (or its respective owner(s)), and that no patent, copyright, trademark or other proprietary right or license is granted by this NDA. Recipient understands that nothing herein requires the disclosure of any Confidential Information, which shall be disclosed, if at all, solely at the option of the Discloser.
- Injunctive and Other Relief; No Derogation of Rights. Since a breach by Recipient of any of the promises or agreements contained herein may result in irreparable and continuing damage to Discloser for which there may be no adequate remedy at law, Discloser may be entitled to seek injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate) in any competent court. Nothing in this NDA shall be construed as derogating from any right or remedy that the Discloser may be entitled to under applicable law.
- General. This NDA shall bind and inure to the benefit of the Parties and their successors and assigns. Neither Party may transfer or assign any rights or obligations under this NDA without the prior written consent of the other Party, except to a successor in interest who is not a competitor of the other Party. This NDA represents the entire understanding and agreement between the Parties with respect to the confidentiality obligations relating to the subject matter hereof and supersedes all prior communications, agreements and understandings relating to the subject matter hereof. In the event that any of the provisions of this NDA shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this NDA shall otherwise remain in full force and effect. No modification or amendment of this NDA will be valid unless executed by both Parties. The observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Party against such waiver is sought and to such extent set forth therein; no failure or delay in enforcing any right will be deemed a waiver. Subject to the provisions of Section 7 above, the laws of the State of Israel shall govern this NDA, and the competent courts of the Tel Aviv-Jaffa district shall have exclusive jurisdiction in any matter arising out of or relating to this NDA.
