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The Retail ROIvolution.
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The Retail ROIvolution.
Consultant department - Analyticalways
On the one hand: ” [*] ” domiciled in [*] with C.I.F. [*] . It is represented in this act by [*] , with National ID number [*] . Hereinafter ” “.
On the other hand: “Analyticalways” domiciled at Alcobendas (Madrid), Avenida de la Industria 4, Edificio 3, Escalera 2, 3ºC. It is represented in this act by Mr. Neivaldo Amancio Cavalcanti Dos Santos, with National ID number 70286302G, in his capacity as Managing Director. Hereinafter, “THE COMPANY“.
Hereinafter, also referred to as, collectively or as the case may be, the “Parties“, the “Other Party“, “each Party“.
Both Parties recognize each other’s full legal and acting capacity to enter into this confidentiality agreement (the “Agreement“) and
A) [*] and THE COMPANY are interested in exchanging information of interest to both, for the purpose of sign an agreement for the provision of software (hereinafter the “Purpose“).
B) As a consequence of the foregoing, either Party may have access to Confidential Information (as defined in Clause 1 of this Agreement) pertaining to and concerning the scope of activity of the Other Party, related to technical, industrial, labor, commercial or any other type of aspects.
C) The communication or use of such confidential information may be in the interest of companies competing with the Party that owns or possesses it or may cause damage to the interests of that Party.
D) Both Parties recognize the value of such information and undertake to keep it confidential by signing this Agreement in accordance with the following
1.- The Parties undertake to keep strictly confidential and not to disclose any information relating to or pertaining to the Other Party, regardless of its nature, to which they may have access (hereinafter, “Confidential Information“).
Each Party agrees not to use the Confidential Information outside the scope of the Purpose, directly or through third parties, directly or indirectly.
2.- The Confidential Information may be collected in any form or medium, including without limitation, in oral, visual, written, recorded on magnetic media or any other medium or support, tangible or intangible, whether or not marked as confidential, and include know-how, trade secrets, technical knowledge, inventions, ideas, data, material, specifications, formulas, designs, drawings, concepts, processes, programs, customer lists, sales data, sales prices, product samples, supplier data, work in progress, financial information and any other information related to the business or to experience or knowledge, whether or not they are eligible for protection by industrial property rights or others.
Each Party agrees to provide Confidential Information only to those directors, officers, employees, advisors, partners, agents or representatives, advisors and collaborators, internal or external, who have a need to know it for the Purpose.
Each Party agrees to inform and bind all of them to the same commitment of confidentiality that it now subscribes through this Agreement, to the maximum extent that the applicable regulations provide.
Each Party shall provide to the other Party the confidentiality agreements signed by those persons who by any means may have access to the Confidential Information.
3.- Information that either of the Parties can demonstrate is outside the scope of this Agreement:
Any other Confidential Information not included in these assumptions is included in this Agreement.
4.- If either Party has access to the Confidential Information of the Other Party in the form of documents, plans, drawings, schemes, files, e-mails, pieces, samples, etc., it is obliged to return them to the Other Party or to destroy them when requested by the Other Party and, in any case, within fifteen days after the relationship with the Other Party has been terminated. The requested Party shall confirm in writing once the request has been satisfied.
5.- This Agreement does not imply the assignment or transfer of any right or the express or implied granting of any license, copyright, inventions, logos, trade name, Internet domain names, moral rights, database rights, data, source codes, reports, drawings, specifications, business method, patent, trademark, copyright, design rights, know-how, trade secrets, know-how or any other industrial or intellectual property right of any Party, whether registered or not.
6.- The obligation of confidentiality shall apply, especially with respect to the software or computer solution, developed on the initiative and under the coordination of THE COMPANY, which shall edit and disclose it under its name, regardless of whether different partners or collaborators of THE COMPANY participate in such collective work. In this sense, it will be understood that THE COMPANY is the author of said software and all the exploitation rights over it will correspond, exclusively, to THE COMPANY, in the sense provided in Articles 97 and 99 of the Royal Legislative Decree 1/1996, of April 12, which approves the revised text of the Intellectual Property Law.
THE COMPANY will have exclusive rights to the knowledge management repository in relation to the software.
In accordance with the above, it shall not disclose or divulge details of the Confidential Information without the express written consent of THE COMPANY.
[*] will obtain from its employees, subcontractors and collaborators a written commitment that allows them to comply with their confidentiality obligations.
The authorization of THE COMPANY shall be required for the reproduction or transformation of the program or software, even for the correction of errors. Likewise, the authorization of THE COMPANY will be necessary for the realization of successive versions or programs derived from the software
[*] shall refrain from registering in its name any Industrial or Intellectual Property rights that could conflict with or in any way prejudice the exclusive rights of THE COMPANY over the software
Any use of the software requires an express written license agreement. Unless otherwise stated in such a license agreement, it shall be deemed to be a valuable, revocable, non-exclusive and non-transferable license, for the period indicated therein.
7.- In the event that a Spanish or foreign administrative authority legally requires knowledge of the Confidential Information and requests it from the Party that has had access to it, the latter must reveal it, always maintaining the maximum confidentiality that the law allows.
In any case, the requested Party shall inform the Other Party in writing immediately and with sufficient notice so that it can take the legal actions it considers appropriate to avoid, limit or protect such disclosure.
8.- In the event that either of the Parties fails to comply with any of the obligations contained in this confidentiality agreement, the performing Party may require the breaching Party to pay the damages, to the full extent of which the said failure has caused it, as well as exercise any other actions it may be entitled to as a result of such failure.
The Receiving Party understands and acknowledges that any disclosure and/or appropriation of any Confidential Information, including by its managers, employees, consultants and/or collaborators, as well as the violation of the legal requirements regarding the protection of the processing of personal data, are of a nature to the cause of serious and irreparable damage to THE COMPANY, the amount of these damages being difficult to estimate and prove, which is why the Receiving Party accepts by signing this Agreement that in case of breach of the obligation to keep the confidentiality of the information as regulated in the present Contract and of the legal regulations in the matter of protection of the processing of personal data, to pay to THE COMPANY damages in the amount of one million and a half United States Dollars.
9.- Each Party shall be subject to this confidentiality commitment for the duration of the relationship with the other Party for the Purpose or for any other reason and, once terminated, indefinitely until the maximum period permitted by law or until the Confidential Information has become public knowledge through legal means or channels.
10.- This Agreement replaces any prior agreement or contract, oral or written, relating to the same subject matter that existed between the Parties. No modification, correction or waiver of any clause of this Agreement shall be valid unless it takes place by written agreement signed by both Parties.
11.- This Agreement shall be interpreted in accordance with the Spanish legal system and the Parties, expressly waiving any other jurisdiction that may correspond to them, submit to the jurisdiction of the courts of Madrid.
