In order to allow 0-Day Capital SRL (“0-Day”) and the Applicant hereto (hereafter called the “Idea Holder” or the “Applicant”) (together, the “Parties” and individually, either “Recipient Party” or “Disclosing Party”, as context requires) to discuss and provide information, as needed, related to a potential business transaction between the Parties and their affiliates regarding the development and financing/implementation of an IT&C product (the “Transaction”), the Parties agree to be mutually bound by the terms and conditions of this confidentiality agreement (the “Agreement”).
Recipient Party agrees to treat as confidential and refrain from disclosing except as permissible by the terms of the Agreement, any Confidential Information, as defined herein, furnished by Disclosing Party. Recipient Party may disclose the Confidential Information to Recipient Party’s directors, officers, employees, affiliates, agents, advisors, prospective co-investors and potential sources of funding (the “Representatives”) to the extent necessary for Recipient Party to evaluate a potential business transaction related to the Confidential Information.
Confidential Information includes any analyses, reports, memoranda, compilations, data, studies or other documents or records, or information of a confidential, proprietary, intellectual or similar nature, whether oral or written, and regardless of the manner in which it is furnished, regarding the Disclosing Party or any of its affiliates (including, in the case of 0-DAY,its directors, officers and employees thereof) (collectively referred to as “Confidential Information”). Confidential Information shall also include the existence of the potential business transaction that is the subject of this Agreement and the fact that the Parties are in discussions regarding a potential business transaction. Confidential Information does not include, however, information which (a) is or becomes generally available to the public other than as a result of a breach hereof by Recipient Party; (b) was available to Recipient Party on a non-confidential basis prior to its disclosure by the Disclosing Party; (c) is independently developed by Recipient Party without reliance on Disclosing Party’s Confidential Information; or (d) becomes available to Recipient Party on a non-confidential basis after the date hereof from a third party which was not known by the Recipient Party to be subject to a legal duty of confidentiality to the Disclosing Party and which is not otherwise prohibited from transmitting the information to Recipient Party.
The Disclosing Party agrees that any Confidential Information disclosed to the Recipient Party will not include any information the disclosure of which would violate (a) the terms and conditions of any arrangement or agreement with, or duty to, any third party; or (b) any applicable laws.
The Recipient Party agrees that the Confidential Information will be used solely for the purpose described above and further that it will not, and will direct its Representatives not to, disclose the Confidential Information to any third party, for any reason or purpose whatsoever, unless Disclosing Party has consented in writing to such disclosure or except as required by law, order, decree, regulation, governmental agency request, or legal process (including without limitation a subpoena).
In the event that Recipient Party is required by applicable law, order decree, regulation, governmental agency request or legal process (including without limitation a subpoena), to disclose any of the Confidential Information, Recipient Party agrees that it will provide Disclosing Party with prior written notice of such request(s) and permit Disclosing Party the opportunity to seek a protective order or other appropriate remedy to the extent allowed by law or regulation prior to the required disclosure. Recipient Party shall disclose only that portion of the Confidential Information which is legally required and shall request that confidential treatment will be accorded to such Confidential Information.
This Agreement shall terminate on the two year anniversary of the date first written above. If at any time Disclosing Party determines that it does not wish to continue to share the Confidential Information, such Party will promptly so advise the Recipient Party. Upon receipt of such communication, Recipient Party shall promptly return to Disclosing Party or destroy (at Disclosing Party’s option) all documents furnished thereto hereunder and will not retain any Confidential Information whatsoever; provided, that (a) one copy of the Confidential Information may be retained by Recipient Party to the extent required by law or for regulatory compliance; and (b) to the extent permissible by law, intangible Confidential Information held in computer, word processing or such other technology systems shall be destroyed only to the extent commercially feasible; provided, further, that Recipient Party shall continue to treat any Confidential Information that it retains pursuant to the foregoing clauses (a) and (b) as confidential in accordance with the terms hereof.
This Agreement, and the rights and obligations hereunder, may not be transferred or assigned by either Party without the prior written consent of the other Party.
The Parties agree and understand that the provision of the Confidential Information is not intended to create a license to use the information and should not be construed as a waiver of any confidentiality, copyrights, trademark rights, property rights or other rights or privileges over such material for any other purpose and such confidentiality, rights and privileges are expressly reserved.
Any breach or threatened breach of this Agreement shall constitute a breach that may cause injury, not readily measurable in money, and for which Disclosing Party, without waiving any other rights or remedies at law or in equity, shall be entitled to seek injunctive relief or other equitable relief upon proof of such breach. Any such right or remedy and any and all other rights or remedies provided for herein shall be cumulative and not exclusive and in addition to any and all other rights or remedies which Disclosing Party may have under this Agreement or otherwise.
Neither Disclosing Party nor its Representatives has made or does make any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information and each Party agrees that neither Party shall have any liability relating to or arising from the use of any Confidential Information or for any errors or omissions.
It is further understood and agreed that no failure or delay by any Party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
This Agreement shall be governed in accordance with the Romanian law and the Romanian courts at the domicile of 0-Day shall have exclusive jurisdiction.