NDA (Non-Disclosure Agreement)

This Non-Disclosure Agreement (NDA) outlines the terms and conditions for the handling of confidential information shared between the Parties. It defines the responsibilities, rights, and obligations related to the protection and use of such information.

 

  1. The Party providing confidential information is referred to as the «Disclosing Party» and the Party receiving such confidential information is referred to as the «Receiving Party«.

 

  1. “Confidential Information” as used in this Agreement shall mean any and all technical and non-technical information relating to the Purpose (as defined below) including, but not limited to, patent, copyright, trade secret, and proprietary information, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of the Parties, and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, customers, business forecasts, sales and merchandising, and marketing plans and information. “Confidential Information” also includes proprietary or confidential information of any third party, including affiliates of either Party, who may disclose such information to the Parties in the course of the Parties’ business as it relates to the Purpose.

 

  1. In consideration of disclosure by the Disclosing Party to the Receiving Party of such Confidential Information in any form, hereunder written, electronic, oral or visual form, or in form of physical samples, with the purpose of developing the framework and documentation for environmental declaration for the products from <<COMPANY_NAME>>, (hereinafter referred to as the Purpose), as well as any other consideration agreed between the Parties, the Receiving Party undertakes to treat received Confidential Infor­mation as strictly confident­ial and therefore not to disclose it to any third party (except those of its employees, or employees of companies owned by or owning the Receiving Party, that need access to the Confidential Information and that directly or indirectly are under obliga­tions equivalent to those herein towards the Receiving Party, hereinafter “Designated Employees”) and to make no commercial use of it whatsoever without the express and written consent of the Disclosing Party.

 

If the Receiving Party needs to disclose Confidential Information to others than Designated Employees (e.g. cooperating entities, external consultants, hereinafter “Approved Third Parties”) in order to achieve the Purpose, the Receiving Party shall notify Disclosing Party and ensure that such Approved Third Parties enter into a similar Confidential Disclosure Agreement directly with Disclosing Party or otherwise undertake similar confidentially obligations towards the Disclosing Party prior to any such disclosure.

 

  1. The abovementioned obligations of confidentiality and non-use shall cover, but not in any way be limited to, the following acts:
    1. Filing of patent applications based, directly or indirectly, on the Confidential Information and/or the Receiving Party’s use of the Confidential Information;

    2. commercial or other use, whether direct or indirect, of inventions made by the Receiving Party in cases where such inventions have been made by the Receiving Party using the Confidential Information; and

    3. analysis beyond the purpose of the described evaluation, and reproduction, of any samples included in the Confidential Information.

 

  1. The abovementioned obligations of confidentiality and non-use shall not apply to Confidential Information:
    1. which at the time of disclosure hereunder is already, or later becomes, part of the public domain through no violation of this Agreement;

    2. which the Receiving Party is able to prove to have been in possession of prior to disclosure hereunder; or

    3. which after disclosure hereunder is lawfully disclosed by a third party to the Receiving Party, and which third party did not acquire it under a still effective obligat­ion of confidentiality and/or non-use towards the Disclosing Party.

 

A disclosure by either Party of Confidential Information of the other Party either (a) in response to a valid order by a court or other governmental body, (b) otherwise required by law, or (c) necessary to establish the rights of either Party under this Agreement, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, the Party making disclosure pursuant to this sentence shall provide prompt prior written notice thereof to enable the other Party to seek a protective order or otherwise prevent such disclosure.

 

  1. The Confidential Information is and shall remain the property of the Disclosing Party and shall only be used by the Receiving Party for the Purpose. This Agreement and the provision of Confidential Information does not otherwise grant or imply any right or license to use the Confidential Information. The Parties agree that if, despite the prohibition herein, the Receiving Party uses the Disclosing Party’s Confidential Information to develop new intellectual property rights, then such rights shall not in any country be used, directly or indirectly, against the Disclosing Party, its suppliers or its customers, to prevent or otherwise impair the Disclosing Party from making, using, having made, selling, or importing its present and future products and services.

 

  1. The Receiving Party acknowledges that the Confidential Information is provided “as is”. No representation or warranty is made with regards to the Confidential

  2. The present Agreement shall come into force as of the date of the last signature hereto and govern all disclosure of Confidential Information by Disclosing Party to Receiving Party for the following two calendar years, or until the earlier date when one of the Parties terminates the Agreement with respect to future disclosures. In addition, it shall govern disclosure of Confidential Information that took place prior to its entry into force to the extent that such disclosure was directly linked to the Purpose of this Agreement.

 

Notwithstanding termination of the Agreement, Receiving Party’s confidentiality obligations continue for a period of ten years from receipt of Confidential Information, even if Confidential Information is returned to the Disclosing Party or destroyed.

 

  1. This Agreement shall inure to the benefit of and be binding upon the Parties as well as their subsidiaries. For the purpose of this Article, a “Subsidiary” shall mean a legal entity which is owned or controlled by a Party hereto.

 

  1. At the completion of the exchange hereunder, but only upon the request of the Disclosing Party, the Receiving Party shall return and/or destroy all Confidential Information irrespective of which form of format it is in, except for necessary compliance copies of same or information created pursuant to automatic IT back-up or internal disaster recovery procedures (as applicable) that may be kept by the Receiving Party in order to facilitate establishing the Receiving Party’s continued obligations under this Agreement and its compliance with applicable laws, regulations or internal guidelines.

  2. The Receiving Party understands that information it receives may be subject to data privacy legislation and that it shall always adhere to any and all relevant regulation concerning data privacy, including but not limited to EU’s General Data Protection Regulation.

 

  1. This Agreement is governed by the laws of Norway without reference to the conflict of laws provisions thereof. Both Parties shall use their best endeavours to settle all matters in dispute amicably. All disputes and differences of any kind related to this Agreement, which cannot be solved amicably by the Parties, shall be referred to the courts of the city of Oslo.