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THIS MUTUAL NON-DISCLOSURE AGREEMENT ("this Agreement") is made and entered into between Thunderful Group AB with offices located at Kvarnbergsgatan 2, 41105 Gothenburg, Sweden, and
_________________________________________________________ (company name)
with offices located at
_________________________________________________________ (company address)
1. Purpose
The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information") in which each party may disclose to the other certain confidential technical information that the disclosing party ("Disclosing Party") desires the receiving party ("Receiving Party") to treat as confidential.
2. Confidential Information
a. “Confidential Information” means any information disclosed by either party to the other party either directly or indirectly, in writing, orally, or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), whether or not designated as “Confidential”, “Proprietary” or some similar designation, including without limitation the existence of this Agreement and the fact of discussions about this highly confidential relationship; and also may include information disclosed to a Disclosing Party by third parties.
b. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already legally in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other evidence in the Receiving Party’s possession.
3. Obligations of Receiving Party
Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.
4. Maintenance of Confidentiality
Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
5. Term
The obligations of each Receiving Party hereunder shall survive until such time as all Confidential Information of the Disclosing Party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Receiving Party.
6. No Warranty
All confidential information is provided “as is”. neither party makes any warranties, express, implied or otherwise, regarding the accuracy or completeness of its confidential information.
7. Return of Materials
All documents and other tangible objects containing or representing Confidential Information of a Disclosing Party, and all copies thereof, which are in the possession of any Receiving Party, shall be and remain the property of the Disclosing Party and shall be promptly returned upon the expiration of the term of this Agreement or when otherwise requested by the Disclosing Party. Each Receiving Party shall return to the Disclosing Party all Confidential Information disclosed by the Disclosing Party pursuant hereto, in each case together with all copies, summaries and extracts thereof. All electronic copies (including data on computer hard drives, USB memory sticks, optical media, tapes, or other media) of Confidential Information of a Disclosing Party shall be and remain the property of such Disclosing Party and shall, upon written request of that Disclosing Party, be promptly returned to it or, at its sole option, destroyed. Upon return or destruction, the Receiving Party shall certify in writing that all such copies have been returned to such Disclosing Party or destroyed.
8. Miscellaneous
This Agreement shall be governed by the laws of the Kingdom of Sweden. The Parties agree that any dispute, or any matter or question arising from this Agreement which cannot be resolved by the Parties negotiating in good faith shall be submitted to the exclusive jurisdiction of the District Courts of Västra Götaland Municipality. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. The failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a written agreement signed by both parties hereto.
Signature page
On behalf of
Thunderful Group AB: ___________________ (other party)
Date: 2022 12 13 Date 1: _______________________
Location: Gothenburg, Sweden Location 1: _______________________
Signature: _______________________ Signature 1: _______________________
Name in print: Marco Podda Name in print1:_______________________
Title: Executive Producer Title1: _______________________
Date2: _______________________
Location 2: _______________________
Signature 2: _______________________
Name in print 2:______________________
Title 2: _______________________
