Non-Disclosure Agreement
Whereas the Receiving Party one of the companies specialized in the field of advertising, produces, records, photographs, and tv artistic, audio, and visual works (audio and visual) all over the world, whether for itself or for the others, Whereas the Disclosing Party wishes to contract with the first party to carry out some technical works,
Discloser and Recipient are desirous of exchanging certain technical information (the “Disclosure Purpose”).
The Discloser will reveal certain Proprietary and Confidential Information, both in written, oral, digital or any other form to the Recipient.
The Discloser wishes to protect its proprietary and confidential information, as defined below, against any unauthorized use and any unauthorized or uncontrolled disclosure.
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows:
1. “Confidential Information” means any contractual documentation, business financial information, whether or not stored in any medium, relating to the Target including, but not limited to, operating, financial, and legal information; business plans, business strategy, financial projections; shareholding structure, products, services, growth plans, any operational plans, software; designs; technology; technical documentation, or strategies, marketing plans, pricing information, information relating to existing, previous and potential customers and contracts, inventions, applications, methodologies and other know-how which is identified in writing as confidential at the time of disclosure or that a reasonable person would consider, from the nature of the information and circumstances of disclosure, is confidential to the disclosing party. Confidential Information includes original information supplied by the disclosing party, as well as all copies and any reports, analyses, products and other materials derived from or containing such original information.
2. The receiving party agrees to treat the Confidential Information as confidential to and as the property of the disclosing party and shall not publish, disclose or disseminate the Confidential Information. The receiving party shall use not less than the degree of care it uses with respect to its own information of like nature (which in any event shall not be less than all reasonable degree of care) to prevent disclosure of the Confidential Information of the disclosing party. The receiving party will use the Confidential Information only for the purposes of assessing the business of the Target for the purposes of investment. The receiving party for the purpose of the investment review and evaluation will not disclose this Agreement or Confidential Information except to the receiving party’s employees and advisors who have a need to know for the purpose of carrying out the purpose of the Agreement and who are under a written obligation not to disclose such information.
3. Nothing in this Agreement is to be construed as granting the receiving party any title, ownership, license or other right or interest with respect to the Confidential Information of the disclosing party. Confidential Information will be held in trust by the receiving party for the disclosing party.
4. To the extent practically permissible, Confidential Information will be returned by the receiving party to the disclosing party: (a) if a formal written agreement providing all of the terms and conditions respecting any business relationship between both parties is not entered into with the disclosing party on or before the date which is six (6) months after the date both parties have signed this Agreement; or (b) upon request by the disclosing party at any time, the receiving party shall promptly destroy Confidential Information. At the request of the disclosing party, an officer of the receiving party shall certify on behalf of the receiving party that all such Confidential Information has been returned or destroyed, as applicable.
5. The disclosing party will mark all Confidential Information which is in written form with the legend “Confidential”. The disclosing party will prominently declare and, if possible, legend as “Confidential” all Confidential Information made available by the disclosing party other than in written form prior to disclosing such Confidential Information. The receiving party will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies.
6. This Agreement does not apply to or restrict the parties from using or disclosing:
a) Confidential Information which is or becomes public other than through a breach of this Agreement.
b) Confidential Information which is known to the receiving party prior to the date of this Agreement and with respect to which the receiving party does not have any obligation of confidentiality.
c) Confidential Information which is independently developed by the receiving party.
d) Confidential Information, which is disclosed, without obligation of confidentiality, to the receiving party by a person or entity not party to this Agreement and who is entitled to disclose such information without breaching an obligation of confidentiality; and
e) Confidential Information required to be disclosed by law, whether under an order of a court or government tribunal or other legal process.
7. Nothing in this Agreement is to be construed as obligating any party to continue any discussions or to enter into a business relationship.
8. The parties represent and warrant to each other that information declared to be Confidential Information by the disclosing party is, in fact, confidential in nature and does not in any way infringe the intellectual property rights of any other party. Each party also indemnifies the other with respect to any claims, losses, costs and expenses (including, among other things, all reasonable fees) which may be brought against the receiving party in connection with disclosure by the disclosing party to the receiving party of information which a person or entity not a party to this Agreement claims has been the subject of such infringement.
9. Except as permitted under this Agreement or by the mutual consent in writing of the parties, neither party shall disclose to any other person or entity the existence or terms of this Agreement or that the parties have entered into discussions with respect to a potential business relationship.
10. Delay, failure or partial exercise by a party of any right or remedy under this Agreement will not constitute a waiver of any right or remedy. Any waiver must be in writing, but any such waiver will be limited to its terms and will not constitute waiver of any other provision or breach of this Agreement.
11. This Agreement binds the parties and their respective successors and permitted assigns. Neither party shall assign this Agreement without the prior written consent of the other party.
12. The Agreement sets out our entire agreement concerning the matters described above and supersede all prior written or oral agreements and understandings. This agreement may only be amended by consent in writing of both parties.
13. This Agreement shall be governed by and construed in accordance with the laws of the State of Kuwait and the parties (‘Receiving Party & Disclosing Party) submit to the exclusive jurisdiction of the courts of the State of Kuwait.
IN WITNESS WHEREOF, the Disclosing Party and the Receiving Party have executed this Agreement as of the day and year first written above.
Whereas the Receiving Party one of the companies specialized in the field of advertising, produces, records, photographs, and tv artistic, audio, and visual works (audio and visual) all over the world, whether for itself or for the others, Whereas the Disclosing Party wishes to contract with the first party to carry out some technical works,
Discloser and Recipient are desirous of exchanging certain technical information (the “Disclosure Purpose”).
The Discloser will reveal certain Proprietary and Confidential Information, both in written, oral, digital or any other form to the Recipient.
The Discloser wishes to protect its proprietary and confidential information, as defined below, against any unauthorized use and any unauthorized or uncontrolled disclosure.
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows:
1. “Confidential Information” means any contractual documentation, business financial information, whether or not stored in any medium, relating to the Target including, but not limited to, operating, financial, and legal information; business plans, business strategy, financial projections; shareholding structure, products, services, growth plans, any operational plans, software; designs; technology; technical documentation, or strategies, marketing plans, pricing information, information relating to existing, previous and potential customers and contracts, inventions, applications, methodologies and other know-how which is identified in writing as confidential at the time of disclosure or that a reasonable person would consider, from the nature of the information and circumstances of disclosure, is confidential to the disclosing party. Confidential Information includes original information supplied by the disclosing party, as well as all copies and any reports, analyses, products and other materials derived from or containing such original information.
2. The receiving party agrees to treat the Confidential Information as confidential to and as the property of the disclosing party and shall not publish, disclose or disseminate the Confidential Information. The receiving party shall use not less than the degree of care it uses with respect to its own information of like nature (which in any event shall not be less than all reasonable degree of care) to prevent disclosure of the Confidential Information of the disclosing party. The receiving party will use the Confidential Information only for the purposes of assessing the business of the Target for the purposes of investment. The receiving party for the purpose of the investment review and evaluation will not disclose this Agreement or Confidential Information except to the receiving party’s employees and advisors who have a need to know for the purpose of carrying out the purpose of the Agreement and who are under a written obligation not to disclose such information.
3. Nothing in this Agreement is to be construed as granting the receiving party any title, ownership, license or other right or interest with respect to the Confidential Information of the disclosing party. Confidential Information will be held in trust by the receiving party for the disclosing party.
4. To the extent practically permissible, Confidential Information will be returned by the receiving party to the disclosing party: (a) if a formal written agreement providing all of the terms and conditions respecting any business relationship between both parties is not entered into with the disclosing party on or before the date which is six (6) months after the date both parties have signed this Agreement; or (b) upon request by the disclosing party at any time, the receiving party shall promptly destroy Confidential Information. At the request of the disclosing party, an officer of the receiving party shall certify on behalf of the receiving party that all such Confidential Information has been returned or destroyed, as applicable.
5. The disclosing party will mark all Confidential Information which is in written form with the legend “Confidential”. The disclosing party will prominently declare and, if possible, legend as “Confidential” all Confidential Information made available by the disclosing party other than in written form prior to disclosing such Confidential Information. The receiving party will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies.
6. This Agreement does not apply to or restrict the parties from using or disclosing:
a) Confidential Information which is or becomes public other than through a breach of this Agreement.
b) Confidential Information which is known to the receiving party prior to the date of this Agreement and with respect to which the receiving party does not have any obligation of confidentiality.
c) Confidential Information which is independently developed by the receiving party.
d) Confidential Information, which is disclosed, without obligation of confidentiality, to the receiving party by a person or entity not party to this Agreement and who is entitled to disclose such information without breaching an obligation of confidentiality; and
e) Confidential Information required to be disclosed by law, whether under an order of a court or government tribunal or other legal process.
7. Nothing in this Agreement is to be construed as obligating any party to continue any discussions or to enter into a business relationship.
8. The parties represent and warrant to each other that information declared to be Confidential Information by the disclosing party is, in fact, confidential in nature and does not in any way infringe the intellectual property rights of any other party. Each party also indemnifies the other with respect to any claims, losses, costs and expenses (including, among other things, all reasonable fees) which may be brought against the receiving party in connection with disclosure by the disclosing party to the receiving party of information which a person or entity not a party to this Agreement claims has been the subject of such infringement.
9. Except as permitted under this Agreement or by the mutual consent in writing of the parties, neither party shall disclose to any other person or entity the existence or terms of this Agreement or that the parties have entered into discussions with respect to a potential business relationship.
10. Delay, failure or partial exercise by a party of any right or remedy under this Agreement will not constitute a waiver of any right or remedy. Any waiver must be in writing, but any such waiver will be limited to its terms and will not constitute waiver of any other provision or breach of this Agreement.
11. This Agreement binds the parties and their respective successors and permitted assigns. Neither party shall assign this Agreement without the prior written consent of the other party.
12. The Agreement sets out our entire agreement concerning the matters described above and supersede all prior written or oral agreements and understandings. This agreement may only be amended by consent in writing of both parties.
13. This Agreement shall be governed by and construed in accordance with the laws of the State of Kuwait and the parties (‘Receiving Party & Disclosing Party) submit to the exclusive jurisdiction of the courts of the State of Kuwait.
IN WITNESS WHEREOF, the Disclosing Party and the Receiving Party have executed this Agreement as of the day and year first written above.