CONFIDENTIALITY AGREEMENT
Appended to the Sales Contract/ Supply of Goods and Services Agreement
Considering:
a) That NEVACRIL and the Company have held and are holding negotiations with
a view to establishing a commercial relationship, during which NEVACRIL has
placed and makes available to the Company, for its consideration and evaluation,
confidential information, being understood as confidential information all the
information owned by NEVACRIL or information owned by third parties in
NEVACRIL's possession, whether or not these are commercial secrets,
commercial plans and strategies and specifications of NEVACRIL's products.
It is also considered as confidential information, by way of example only,
machinery, equipment, processes and product design, know-how, operating
instructions, training manuals, computer programs and printed materials,
production and development processes and their costs, raw material costs,
selling and distribution costs, production planning, customer lists and purchase
records, names and addresses of suppliers and vendors, list of sales areas, tax
information, mailing lists, product sales locations, market research, marketing
plans, long-term plans, contracts and correspondence.
b) That confidential information will remain property of NEVACRIL, which considers
of the utmost importance that it be kept and treated in strict confidence, the
parties agree as follows:
FIRST:
The Company undertakes to keep and treat as confidential the Confidential Information
to which it has access and to use it exclusively for evaluation and analysis purposes for
the benefit of NEVACRIL.
SECOND:
The Company will not disclose or allow its agents, employees, representatives, service
providers and/or subcontractors to disclose the content of confidential information to third
parties.
THIRD:
The Company shall not disclose or permit its agents, employees, representatives,
service providers and/or subcontractors to disclose that NEVACRIL has delivered
confidential information to the Company for its evaluation.
FOURTH:
The Company's contractual obligation to protect confidential information, under this
agreement, is in addition to and not in lieu of other duties of any kind established by law.
FIFTH:
The Company shall indemnify NEVACRIL and its agents and employees from all
damages, costs, liabilities, expenses (including attorneys' fees) and any expenses
occasioned by the Company's failure to comply with any of its obligations under this
Agreement.
SIXTH:
The Company undertakes to request prior written authorization from NEVACRIL in the
event of the need to provide the confidential information to third parties unrelated to the
Company. In such case, the Company shall take the necessary measures to maintain
as confidential the Confidential Information and shall be liable, exclusively, for the breach
of confidence herein established by such third parties.
SEVENTH:
NEVACRIL, at any time, may request the Company to return all or part of the confidential
information provided, or even to destroy it. In such case, the Company shall deliver the
originals and all copies obtained within the last 48 hours after NEVACRIL's request. In
addition, the Company shall destroy confidential information contained in documents,
including memoranda, notes and/or any other written document, prepared by the
Company based on confidential information of NEVACRIL.
EIGHTH:
It is hereby expressly stated that confidential information is considered to be all elements,
data and information of any nature, relating directly or indirectly to the same, whether
provided orally or visually, or that are obtained or inferred in any way by the Company
by virtue of its contacts with NEVACRIL. It is either considered to be confidential
information all analyses, working papers, studies, reports and any other documents
prepared by the Company, its agents, employees, representatives, service providers
and/or subcontractors that contain, process or reflect the confidential information.
NINTH:
All confidential information provided to the Company prior to the signing of this
agreement shall be subject to its terms.
TENTH:
In the event that the Company is notified to disclose confidential information or part of it
by a court of competent jurisdiction, the Company shall immediately notify NEVACRIL
so that it may take appropriate measures or authorise the disclosure of the confidential
information.
ELEVENTH:
The Company expressly waives any right to claim to NEVACRIL for any damage or loss
that may result from the use of confidential information.
TWELFTH:
The present agreement shall come into force from the date of signature of the contract
of which it forms an integral part, and its effects shall cease two years after the
termination of NEVACRIL's commercial relationship with the Company.
THIRTEENTH:
NEVACRIL and the Company expressly agree that this agreement does not constitute a
commitment by either party to purchase, sell or supply any produ
