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MUTUAL CONFIDENTIALITY
AND NON-DISCLOSURE AGREEMENT
This mutual confidentiality and non-disclosure agreement (the "Agreement") is made between:
RiksTVAS (“RiksTV”),
a company incorporated under the laws of Norway, registration no. 889 099 682
having its business address at PO Box 393 Økern, 0513 Oslo, Norway
and
[name] (the “Company”),
a company incorporated under the laws of [state], [registration no.] [if any]
having its business address at [address]
(collectively the “Parties”)
1.Premises
The Parties will upon conclusion of this Agreement enter into negotiations relating to a potential cooperation between the Parties concerning Digital AV equipment for the Norwegian DTT market (the “Purpose”), in which each Party may disclose or give access to Confidential Information(as defined below).
The Party disclosing Confidential Information will hereinafter also be referred to as the "Disclosing Party" and the Party receiving the Confidential Information will hereinafter also be referred to as the "Receiving Party".
2.Confidentiality and non-disclosure
The Receiving Party agrees that any and all information being delivered or disclosed (regardless of form, whether verbally or in writing) to the Receiving Party by the Disclosing Party (the "Confidential Information"), shall be deemed to be confidential and proprietary, unless specifically designated by the Disclosing Party at the time of disclosure to be non-confidential or non-proprietary. The Confidential Information includes, but is not limited to, information relating to the Purpose.
The Receiving Party shall treat, and shall cause its officers, directors, employees, attorneys, advisors and auditors also to treat, the Confidential Information as strictly confidential and shall not divulge or disclose (directly or indirectly) the Confidential Information to any other person or entity (other than its officers, directors, employees, attorneys, advisors and auditors who reasonably require access to the Confidential Information for the purpose for which it was disclosed; except when
(i)such Confidential Information was already in the Receiving Party’s possession at the time of disclosure through no fault of the Receiving Party;
(ii) such disclosure is required by law or by any order of any administrative or judicial authority;
(iii) such Confidential Information has become public through no fault of the Receiving Party; or
(iv) such Confidential Information has been obtained separately by the Receiving Party from a third party that has a right to disclose such information.
The Receiving Party shall use the Confidential Information for the sole purpose of which it was disclosed. Nothing in this Agreement shall be deemed or construed to grant to the Receiving Party a license to use, sell, lease, develop, exploit, grant or in any other way enable a third party to use the Confidential Information.
The Receiving Party shall make its best efforts and take whatever steps necessary to maintain the Confidential Information confidential and shall ensure that any person or entity to whom Confidential Information is disclosed covenants to keep such Confidential Information confidential to the same extent as the Receiving Party is bound by secrecy obligations under this Agreement and that such covenants are strictly observed.
3.Termination
Upon termination of this Agreement, for whatever reason, any and all documents or material of any kind (including all hard and electronic copies of such), containing Confidential Information shall be promptly and permanently destructed or, if required by the Disclosing Party, returned to the Disclosing Party.
4.Liability
The Receiving Party shall fully indemnify the Disclosing party against any damage, claims, losses and expenditures, directly or indirectly accruing as a result of the Receiving Party’s, its employees’ and any representatives’ breach of any of the obligations under this Agreement. A Party’s liability under this Agreement shall, however be limited to a total of NOK 5.000.000.
5.Term
This Agreement shall remain in full force and effect from the date hereof, and shall remain in full force and effect for a period of two years after the Purpose is fulfilled or the cooperation between the parties is otherwise terminated.
6.Jurisidiction and venue
This Agreement shall be governed by Norwegian law. Venue shall be Oslo City Court.
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This Agreement is made in two originals, one for each Party.
RiksTVAS / [Name of company]Date and place: ______/ Date and place: ______
______/ ______
Name: Kjetil J. Furuly / Name:
Title: Head of Residential Systems / Title:
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