Non Disclosure Agreement


Mutual Non-Disclosure Agreement

 

This mutual Non-Disclosure Agreement (the “Agreement”) dated as of the 16th of November 2018 is made between Verified Crypto Traders(“A”) and (“B”).

 

A, and B would like to protect the confidentiality of, maintain their respective rights in and prevent the unauthorized use and disclosure of their valuable confidential information for the purpose of assessing a business partnership regarding A, and B. Accordingly, A and B hereby agree as follows:

 

  1. Confidential Information

As used in this Agreement, “Confidential Information” means all non-public information disclosed by either party or its agents (the “Disclosing Party”) to the other party (the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.  Confidential Information includes without limitation (i) non-public information relating to the Disclosing Party’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs, and (ii) third-party information that the Disclosing Party is under an obligation to keep confidential.

  1. Exclusions

 Confidential Information does not include any information that:

  1. Is or becomes publicly available without breach of this Agreement;
  2. can be shown by reference to a written document to have been known to the Receiving Party at the time of its receipt from the Disclosing Party;
  3. is received from a third party who did not acquire or disclose such information by a wrongful or tortuous act;  or
  4. can be shown by reference to a written document to have been independently developed by the Receiving Party by a means other than through its access to any Confidential Information.

 

  1. Use of Confidential Information

The Receiving Party may use Confidential Information only in order to execute its obligations under any contract with the Disclosing Party or otherwise in pursuance of its business partnership with the Disclosing Party.  Except as expressly provided in this Agreement, the Receiving Party will not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent.  The Receiving Party will take all reasonable measures to avoid disclosure, dissemination or unauthorised use of Confidential Information including, at a minimum, those measures it takes to protect its own confidential information of a similar nature.

 

  1. Receiving Party Personnel

The Receiving Party will restrict the possession, knowledge and use of Confidential Information to its employees, contractors and entities controlled by it (“Personnel”) who:

  1. have a need to possess, know or use Confidential Information in connection with the parties’ business partnership;
  2. are informed by the Receiving Party of the confidential nature of any Confidential Information they may possess, know or use; 
    and
  3. have executed written agreements obliging them to protect the Confidential Information in terms similar to this Agreement.

 

  1. Disclosing to Government Entities or Regulatory Authorities

The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities or regulatory authorities that have jurisdiction over it, provided that the Receiving Party:

  1. gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek an injunctive order or other appropriate remedy;
  2. provides any assistance which the Disclosing Party may reasonably require in order to secure such order or such remedy (with the Receiving Party’s expenses reasonably incurred in providing such assistance to be reimbursed by the Disclosing Party);
  3. disclose only such information as is required by the governmental entity or regulatory authority; and
  4. uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

 

  1. Ownership of Confidential Information

All Confidential Information will remain the exclusive property of the Disclosing Party.  The Disclosing Party’s disclosure of Confidential Information will not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s parents, copyrights, trade secrets, trademarks or other intellectual property rights.  The Receiving Party will notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party.  The Receiving Party will co-operate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.

 

  1. Return of Confidential Information

The Receiving Party will return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request.  At the Disclosing Party’s options, the Receiving Party will provide written certification of its compliance with this Section.

 

  1. Injunctive Relief

The Receiving Party acknowledges that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to the Disclosing Party. The Receiving Party therefore agrees that the Disclosing Party will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement.

 

  1. Scope and Termination

This Agreement is intended to cover Confidential Information disclosed by each party both prior and subsequent to the date hereof.  This Agreement will automatically terminate upon the completion or termination of the parties’ business partnership: provided, however, that each party’s obligations with respect to the other party’s Confidential Information will survive for three (3) years following such completion or termination.

 

  1. Independent Development

The Disclosing Party acknowledges that the Receiving Party may currently or in the future be developing information internally, or receiving information from other parties that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for its products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information, provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development.

  1. Miscellaneous 
  • This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and may be amended or modified only with the mutual written consent of the parties. Each party’s obligations here under are in addition to, and not exclusive of, any and all of its other obligations and duties to the other party, whether express, implied, in fact or in law.  Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns.
  • Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
  • If a provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement will be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect.
  • The provisions contained in this Agreement will be governed by and constructed in accordance with Dutch law and each of the parties submits to the exclusive jurisdiction of the courts of The Netherlands.

The parties have executed this Agreement as of the date first written above.

 

As agreed and drawn up in duplicate and signed on the 

 

 

Verified Crypto Traders                                                        

 

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Signed by Verified Crypto Traders
Signed On: Dec 19, 2018

Signature Certificate
Document name: Non Disclosure Agreement
Unique Document ID: 2ec075a17c53acbee5df609d44626a93f54c63d2
Timestamp Audit
Dec 19, 2018 11:54 am CESTNon Disclosure Agreement Uploaded by Verified Crypto Traders - [email protected] IP 84.243.197.118