This Nondisclosure Agreement (the "Agreement") is entered into by and between
JUMATIC, S.A., a public limited liability company incorporated under the laws of Portugal, with
registered head office at Rua de Brighton, n.º 17, Monte Estoril, 2765-401 Estoril, registered at
the Portuguese Commercial Registrar under the number 518082229, with the share capital of
EUR 50,000.00 (fifty thousand euros), hereinafter referred to as the “Company”; ("Disclosing
Party") and Oxy Capital, located at
Amoreiras Torre 2, 15ºB
1070-102 Lisboa
Portugal ("Receiving Party") for the purpose of preventing the unauthorized use and disclosure of Confidential Information as defined below.
The parties agree to enter into a confidential relationship with respect to the use and disclosure of certain proprietary and confidential information included in this data room ("Confidential Information").
Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of Receiving Party; (b) discovered or created by Receiving Party before disclosure by Disclosing Party; (c) learned by Receiving Party through legitimate means other than from Disclosing Party or Disclosing Party's representatives; (d) is disclosed by Receiving Party with Disclosing Party's prior written approval; or (e) is disclosed as required or ordered by a court, administrative agency, or other governmental body.
Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Upon written request by Disclosing Party, Receiving Party shall immediately return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information.
Disclosing Party shall hold and maintain all rights, title, and interest in and to any Confidential Information. This Agreement and the disclosure of any Confidential Information by Disclosing Party to Receiving Party shall not be construed as granting Receiving Party any rights, title, or interest in the Confidential Information, including any rights in copyright, trademark, patent, or any other intellectual property right.
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or confidential or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
This Agreement shall be governed by and construed in accordance with the laws of the country of Portugal without regard to its choice of law principles. Any disputes that relate to the execution, interpretation, construction, performance, or enforcement of the Agreement will be brought and resolved solely and exclusively in the courts of Portugal.
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer, or employee of the other party for any purpose.
This Agreement binds and benefits the heirs, successors, and assignees of the parties.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a written agreement signed by both parties.
This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party.