mutual non-disclosure agreement

1. confidential information

“Confidential Information” as used in this Agreement shall mean any and all information, regardless of the form or manner in which it is disclosed, relating to Discloser’s business, operations, products, systems, and/or services, and/or to discussions, negotiations, and/or agreements between the parties, including, without limitation:
a.    proprietary information, technologies, know-how, processes, software and related documents, hardware, research, design details, specifications, and other information related to the current, future and proposed products and services of Discloser;
b.    analyses, projections, statistics, forecasts, and other financial and accounts information;
c.    customer lists and other customer information, sources of supply, sales, product, and marketing data and plans, business plans and models, and personnel and shareholder data; and
d.    any other confidential or proprietary information relating to Discloser’s business or operations, or information designated as confidential, proprietary, or the like.
Confidential Information shall also be deemed to include all notes, memoranda, and other documentation of Recipient and/or Recipient’s employees or agents (“Representatives”) relating to, derived from, and/or incorporating any Confidential Information of Discloser. If Discloser discloses any Confidential Information orally or visually, Discloser shall confirm such disclosure in writing to Recipient within ten (10) business days.

2. obligations of recipient

Recipient shall:
a.    use Confidential Information, including making any copies thereof (which shall be done only in a manner that preserves all confidentiality notices in full) solely for the purposes of evaluating a potential business relationship or transaction between the parties and/or of implementing such relationship or transaction following execution of a definitive agreement therefor.
b.    not disseminate or disclose any Confidential Information in any way to any third party, other than to its employees and representatives that have a need to know such information and have agreed to be bound by the terms hereof, unless required by law or pursuant to a valid court order, in which case Recipient shall give Discloser reasonable notice prior to such disclosure and shall cooperate (at Discloser’s expense) to assist Discloser in obtaining a protective order or equivalent.
c.    have a right to test software provided for evaluation purposes in a demo environment of its own or at the facilities of a potential customer on a maximum number of three computers; whether the software expires by intrinsic nature or is still accessible, such right  won’t last more than ninety days since the license was delivered to the Recipient.

3. exclusions from confidential information

As used herein, “Confidential Information” does not include information that Recipient can demonstrate:
a.    is or becomes publicly disclosed or available with no breach hereof by or on behalf of Recipient;
b.    was previously in Recipient's possession with no obligation to maintain confidentiality;
c.    was received by Recipient from a third party not under any obligation of confidentiality to Discloser; or
d.    was developed by Recipient and/or its Representatives independently of, and without reference to, any Confidential Information.

4. ownership of confidential information; return of property

All Confidential Information is and shall remain the property of Discloser, and no license or other rights to Confidential Information is granted or implied hereby. At the request of Discloser, Recipient shall promptly return all Confidential Information and related materials (including those generated internally by Recipient as described above) and any copies thereof, and permanently delete and destroy all Confidential Information stored digitally or electronically.

5. no patent publication

In no event shall the exchange of any kind of Confidential Information between the parties substantiate prior publication by prior description, use or in other ways pursuant to § 3 (1) German Patent Act 1981, or Art. 54 (1) and (2) of the European Patent Convention, as amended, extended, consolidated or replaced, or pursuant to corresponding regulations in other countries.

6. term

This Agreement shall continue for a period of three (3) years from the Date hereof and shall terminate thereafter. The rights as set forth in Section 4 shall survive the termination.

7. no assignment

Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.

8. notices

Any notice required or permitted by this Agreement shall be in writing. Notices shall be sent to the parties’ respective addresses or fax numbers set forth herein, or such other address and/or number as that party may specify by notice.

9. governing law; jurisdiction

This Agreement shall be governed in all respects by the laws of Germany, without giving effect to choice of law principles. The parties hereby irrevocably consent to the exclusive jurisdiction of the courts located in Munich, Germany for any matter arising from this Agreement.

10. miscellaneous

a.    Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
b.    The waiver by Discloser of a breach of any provision of this Agreement by Recipient shall not operate or be construed as a waiver of any other or subsequent breach by Recipient.
c.    This Agreement constitutes the entire agreement with respect to the subject matter hereof, supersedes all other agreements concerning Confidential Information, and can only be amended in writing signed by both parties.


, idf15 119x70 18 - 20 Aug 2015
San Francisco, California, USA
, anniversary 119x70 22 Sep 2015
Munich, Germany
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