Zen-mode Solutions's Unilateral NDA
One-Way Non-Disclsoure Agreement (NDA)
Version 1.0
This Non-Disclosure Agreement, dated as of
[Date] _______________ (the "Effective Date") governs the
disclosure of information by Zen-mode Solutions oy ab (the "Company") to
[Recipient] _________________________________________ (the
"Recipient") for the purpose of exploring a potential business
relationship (the "Purpose").
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Confidential Information. As used herein, "Confidential
Information" shall mean any and all technical and non-technical
information that Company provides Recipient, whether in graphic,
electronic, written or oral form, and including but not limited to
patent applications and other filings, trade secrets, and any
other proprietary information, as well as any ideas, techniques,
sketches, drawings, works of authorship, models, inventions,
know-how, processes, algorithms, software programs, documents, and
formulae related to the current, future, and proposed products and
services of Company, and also any information concerning any
research, experimental work, development, design details and
specifications, engineering, financial information, purchasing,
customer lists, investors, employees, business and contractual
relationships, business forecasts, sales and merchandising, or
marketing plans of Company and any information Company provides
regarding third parties.
- Non-Disclosure. Recipient agrees that at all times and
notwithstanding any termination or expiration of this Agreement it
will hold in strict confidence and not disclose to any third party
any Confidential Information except as approved in writing in
advance by Company, and will use the Confidential Information for
no purpose other than the Purpose. Recipient shall only permit
access to Confidential Information to those of its employees or
authorized representatives having a need to know and who have
signed confidentiality agreements or are otherwise bound by
confidentiality obligations at least as restrictive as those
contained herein.
- Notice of Disclosure. Recipient shall immediately notify
Company upon discovery of any loss or unauthorized disclosure of
the Confidential Information.
- Use of Confidential Information. All Confidential
Information is provided "AS IS," without any warranty of any
kind. Recipient recognizes and agrees that nothing
contained in this Agreement shall be construed as granting
it any property rights, by license or otherwise, to any
Confidential Information, or to any invention or any patent,
copyright, trademark, or other intellectual property right
that has issued or that may issue, based on such
Confidential Information. Recipient shall not make, have
made, use or sell for any purpose any product or service or
other item using, incorporating or derived from any
Confidential Information, nor make any filings or
registrations based on the receipt or use of the
Confidential Information, absent separate written approval
of Company.
- No Reproduction. Confidential Information shall
not be reproduced in any form except as required to
accomplish the intent of this Agreement. Any reproduction
of any Confidential Information shall remain the property of
Company and shall contain any and all confidential or
proprietary notices or legends which appear on the
original.
- Term. This Agreement shall terminate five (5)
years after the Effective Date, or may be terminated by
either party at any time upon thirty (30) days written
notice to the other party; provided, however, Recipient's
obligations under this Agreement shall survive termination
of the Agreement between the parties and shall be binding
upon the Recipient's heirs, successors and assigns. Upon
termination or expiration of the Agreement, or upon written
request of Company, Recipient shall promptly return to the
Company all documents and other tangible materials
representing the Confidential Information and all copies
thereof.
- Unauthorized disclosure. I am aware that
unauthorized disclosure of Information may cause considerable
damage to the Company.
- Finnish law. Finnish law governs the Frame
Co-operation Agreement and also this agreement.
- Miscellaneous.
- Amendments and Waivers. Any term of this
Agreement may be amended or waived only with the written
consent of the Company.
- Sole Agreement. The Agreement sets forth the
complete, exclusive and final statement of the agreement
between the parties as to the subject matter hereof and
supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral
or written, between the parties regarding such subject
matter.
- Notices. Any notice required or permitted by this
Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by
overnight courier or sent by email or fax (upon customary
confirmation of receipt), or forty-eight (48) hours after
being deposited in the Finnish mail as certified or
registered mail with postage prepaid, addressed to the
party to be notified at such party's address or fax number
as set forth on the signature page or as subsequently
modified by written notice.
- Choice of Law. The validity, interpretation,
construction and performance of this Agreement shall be
governed by Finnish law, without giving effect to the
principles of conflict of laws.
- Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable
law, the parties agree to renegotiate such provision in
good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from
this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded and
(iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
- Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original,
but all of which together will constitute one and the same
instrument.
- Assignment. Recipient will not assign or transfer
any rights or obligations under this Agreement without the
prior written consent of Company. Any such assignment
without prior consent shall be null and void from the
beginning. Recipient shall not export, directly or
indirectly, any technical data acquired from Company
pursuant to this Agreement or any product utilizing any
such data to any country for which the Finnish Government
or any agency thereof at the time of export requires an
export license or other governmental approval without
first obtaining such license or approval.
- Dispute Resolution. Recipient agrees that upon
Company's request, all disputes arising hereunder shall be
adjudicated in Helsinki / Finland and under Finnish
law. The Recipient hereby agrees to consent to the
personal jurisdiction of such courts.
- Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT,
IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL
COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE
CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR
PREPARATION HEREOF.
In Witness Whereof, the parties hereto have caused this
Non-Disclosure Agreement to be executed as of the Effective Date.
Zen-mode Solutions oy ab
Signature:__________________________________________________
By/Name:__________________________________________________
Title:__________________________________________________
Date:__________________________________________________
Place:__________________________________________________
[Recipient]
Signature:__________________________________________________
By/Name:__________________________________________________
Date of birth:__________________________________________________
Title:__________________________________________________
Date:__________________________________________________
Place:__________________________________________________
[Recipient's permanent address]
Address-1:__________________________________________________
Address-2:__________________________________________________
Address-3:__________________________________________________
Country:__________________________________________________