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IT2018 Terms and Conditions

NON-DISCLOSURE AGREEMENT


1 OBJECT OF AGREEMENT

The Parties specified below have agreed on confidentiality of disclosed material and information in accordance with the Terms and Conditions of this Agreement. 

2 CONTRACTING PARTIES AND CONTACT PERSONS

Party: _______________________________________________________

Business identity code:__________________ 

Address:           ____________________________________________________________________

Contact person: ____________________________________________________________________


Party: Right Shore Consulting OÜ

Business identity code: 14188390

Address:                 Tornimae 5, 10145 Tallinn, Estonia


Each Party to this Agreement shall without undue delay inform the other Party in writing of any change regarding its contact person. The contact person is not authorised to agree on changes to this Agreement. 


3 BACKGROUND AND PURPOSE OF AGREEMENT

3.1 Each Party may provide or disclose confidential information related to the Disclosing Party to the other Party in connection with the following matter and purpose:

____________________________________________________________________________

____________________________________________________________________________

3.2 Confidential information shall mean all material and information (such as material and information concerning the Disclosing Party’s business plans, finances, budgets, products and services, product development, inventions, research results, intellectual property rights, marketing, client, principal or partner relationships and other information concerning the Disclosing Party’s business), that the Disclosing Party furnishes or discloses to the Receiving Party or to the representatives or advisers of the Receiving Party regardless of whether the confidential information is disclosed in writing, orally or by any other means.

3.3 This Agreement shall also from its effective date apply to any such confidential information which a Disclosing Party provided to the other Party in connection with the matter specified in section 3.1 above prior to the effective date of this Agreement. 

3.4 The purpose of this Agreement is to define the rights and obligations of the Parties with respect to the confidential information and the terms and conditions under which the Parties shall provide or disclose confidential information to each other. The Party providing or disclosing confidential information to the other Party shall be hereinafter referred to as the “Disclosing Party” and the Party to whom confidential information is provided or disclosed shall be hereinafter referred to as the “Receiving Party”. 

4 CONFIDENTIALITY OBLIGATION

4.1 The Receiving Party undertakes:  

a) to keep the confidential information received from the Disclosing Party in confidence and not to disclose it to third parties and to take all reasonable actions required to safeguard the confidential information from being disclosed without the written consent of the Disclosing Party;

b) to apply security measures of at least the same level of stringency as those the Receiving Party applies to its own confidential material and information in order to safeguard the confidential information received from the Disclosing Party from unauthorised disclosure, dissemination, copying or use; 

c) not to use the confidential information received from the Disclosing Party for any purpose other than that specified in section 3.1 of this Agreement;

d) not to copy the confidential information received from the Disclosing Party without the written consent of the Disclosing Party, unless this is necessary for the purpose specified in section 3.1 of this Agreement;

e) not to provide or disclose the confidential information received from the Disclosing Party to its employees or advisers except in confidence to such of its employees and advisers who need to know the same for the purpose specified in section 3.1 of this Agreement and who are obliged by their contracts of employment or service or otherwise to keep such information in confidence; and

f) to be responsible for ensuring that its employees and advisers to whom the confidential information received from the Disclosing Party is furnished or disclosed for their own part comply with the confidentiality obligations of this Agreement. 

4.2 The confidentiality obligation shall not apply to material and information which:

a)     is in the public domain or otherwise generally available or otherwise public;

b) the Receiving Party has received from a third party without any obligation of confidentiality;

c) was in the possession of the Receiving Party prior to receipt of the same from the Disclosing Party without any obligation of confidentiality related thereto; or

d) the Receiving Party has independently developed without using the confidential information received from the Disclosing Party.

4.3 Each Party agrees to keep the existence and content of this Agreement confidential and on the basis of this Agreement not to use the other Party as a reference without the written consent of the other Party. 

5 INTELLECTUAL PROPERTY RIGHTS AND LIABILITY FOR CONFIDENTIAL INFORMATION

5.1 All intellectual property rights related to the confidential information shall remain the property of the Disclosing Party and its principals. Unless otherwise agreed in writing, the Receiving Party will not on the basis of this Agreement receive any intellectual property right, licence or other right of use related to the confidential information, nor any other right to utilise the confidential information, except the right to use the confidential information for the purpose specified in section 3.1 of this Agreement.

5.2 The Disclosing Party represents and warrants that it has the right to provide and disclose the confidential information to the Receiving Party and that use of the confidential information for the purpose specified in section 3.1 of this Agreement will not infringe any rights of a third party. 

5.3 Unless otherwise agreed in writing, the Disclosing Party gives no warranty and takes no responsibility for the correctness, completeness, coverage or accuracy of the confidential information. The Disclosing Party shall not be held liable for any possible errors or deficiencies in the confidential information. 

6 RETURN OF CONFIDENTIAL INFORMATION

6.1 The Receiving Party shall immediately cease using the confidential information received from the Disclosing Party and, unless separately agreed upon the destruction of the confidential information, return such material and all copies thereof upon written request of the Disclosing Party or when the Receiving Party no longer has need thereof for the purpose specified in section 3.1 of this Agreement. However, each Party shall be entitled to retain such copies of the confidential information received from the other Party as are required by Order of an Authority.

7 ORDERS OF AUTHORITIES

7.1 The confidentiality obligation shall, however, not restrict the Receiving Party from providing or disclosing any confidential information pursuant to a law, statue or other regulation or order of an authority or a court order (hereinafter jointly “Order of an Authority”) to the extent the Receiving Party is obliged to provide or disclose the confidential information as a result of such Order of an Authority. The Receiving Party may in such case provide or disclose confidential information only provided that the Receiving Party notifies promptly the Disclosing Party of the matter unless the Order in question prohibits such notice.

7.2 The terms of this Agreement shall not prevent the Receiving Party from complying with the Order of an Authority referred to above if neither Party is able to obtain a protective order before the date that the Receiving Party is obliged to provide or disclose the confidential information pursuant to the Order of an Authority.  

7.3 The Disclosing Party shall be responsible for all expenses incurred as a consequence of the actions referred to in this section 7.

8 VALIDITY OF CONFIDENTIALITY OBLIGATION

8.1 [   ] The rights and obligations set forth in this Agreement shall bind the Parties for a period of 5 years from the date confidential information was provided or disclosed.

[   ] The rights and obligations set forth in this Agreement shall bind the Parties for a period of ___ years from the date confidential information was provided or disclosed. 

[   ] The validity of rights and obligations related to this Agreement shall be specified as follows:

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

8.2 The termination, expiration or cancellation of confidentiality obligation shall have no effect on the rights and obligations related to section 8.1 if the applicable laws require a longer period of confidentiality than the period set out in section 8.1.

9 ANNEXES OF AGREEMENT

9.1 The following annexes form an integral part of this Agreement:

______________________________________________________

______________________________________________________

10 APPLICABLE LAW AND SETTLEMENT OF DISPUTES

10.1 This Agreement shall be governed by the laws of Finland. 

10.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. A dispute shall be resolved by a sole arbitrator.   

11 OTHER PROVISIONS


11.1 ___________________________________________________________________________


11.2 Neither Party may assign this Agreement, either wholly or in part, without the written consent of the other Party. 

11.3 The confidentiality obligations of this Agreement shall not restrict either Party from using the professional skills and experience which they have acquired. 

11.4 The failure of either Party to enforce any right under this Agreement shall not be deemed a waiver of any right and shall not prevent the party later in corresponding situations to exercise its rights relating to this Agreement. 

11.5 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement. All changes and amendments to this Agreement shall be agreed in writing in order to be valid. 

12 COPIES AND SIGNATURES

This Agreement has been executed in two identical copies, one for each Party. 

Place and date                          Place and date


______________________ ___.___.______ ______________________ ___.___.______


Signature                                           Signature


____________________________________ ____________________________________

Name(s) typed:                          Name(s) typed:

____________________________________ ____________________________________

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