Liability of Parties to the Contract and Compensation for Loss. The Company undertakes to indemnify the Board member and protect him/her from any loss or damage (including reasonable costs for legal assistance) that may be incurred by the Board member for any reason related to the Board member’s activities in the Board, except where such loss or damage incurred by the Board member arose from the intentional or gross negligence of the Board member. During the term of the present Contract, the Company undertakes to provide the Board member with a civil liability insurance of the legal persons’ bodies. The Board member undertakes to indemnify the Company and protect it from any loss or damage (including reasonable costs for legal assistance) that it may incur as a result of breach of the present Contract by the Board member and/or the claims of third parties, including the Company’s shareholders, related to the activities of the Board member in the Board or the results of those activities, when such loss or damage incurred by the Company arose from the intentional or gross negligence of the Board member. If the Board member violates the additional restrictions provided for in the Article 7 of the present Contract, the Company shall also have the right to require the Board member who has violated them: to pay a fine of 3,000 (three thousand) euros for each case of violation. Other contracts concluded between the Board member and the Company may provide for the obligation for the Board member to comply with the obligations, as per understanding between the Parties, that are analogous to those that are provided for in the Article 7 of the present Contract, that would also apply after the expiry of the present Contract, by paying compensation of an amount agreed between the Parties. Right to information and confidentiality The Board member has the right of access to all documents of the Company and its direct and/or indirect subsidiaries, and all information of the Company and its direct and/or indirect subsidiaries (except such documents and information which are directly and/or indirectly related to the data, documents and information of the contractors of the Company and its direct and/or indirect subsidiaries acquired, learned or otherwise legally acquired by the contractors of the Company and its direct and/or indirect subsidiaries) that, at the request of the Board member, may be systematized according to the reasonable criteria specified by the Board member. If the Company does not have the requested documents or information of the Company’s direct and/or indirect subsidiaries, the Company undertakes to take immediate actions to receive such documents and information, including the exercise of the rights conferred by the shares of the subsidiaries held by the Company Considering that the Company will also pass on other information constituting a confidential, trade (industrial) secret for the performance of the activities of the Board member, the Board member undertakes not to disclose the Company’s trade (industrial) secrets and confidential information, as well as to comply with the Company’s internal legal requirements stipulating the rights and obligations of persons possessing/knowing confidential information or trade secrets in the storage, transmission and disposal of the information, and undertakes the confidentiality obligations in this Contract, as set out in the present Contract. For the purposes of this Contract, Sensitive Information shall mean any and all data and information which meets the characteristics set out in the Terms and Conditions and which is received by a Board Member from the Company and/or a Group Company or any person acting on its/their behalf or in their interests, in any form whatsoever (whether in writing, by email, by any other means of transmission of information and whether orally) (hereinafter - Sensitive Information). Sensitive Information will not include information which: (i) is or becomes public pursuant to the laws, regulations or other legal acts of the Republic of Lithuania; (ii) at the time of its submission, has already been published or otherwise made publicly available to the general public; (iii) is notified in writing by the Company that it does not constitute Sensitive Information. In the event of any doubt as to whether information is considered to be Sensitive Information, it must be treated as Sensitive Information until the Company informs that such information is not Sensitive Information. The Board Member undertakes to: keep Sensitive Information confidential and manage (prepare, store, transmit and destroy) it in accordance with the Rules and best practices for the management of Sensitive Information; not to use the Sensitive Information in any manner that may cause damage to the Company; inform the Company of any actual or impending unauthorised use or disclosure of Sensitive Information or any other act that may constitute a breach of information security. The Member of the Board confirms that he/she is aware that certain Sensitive Information may also be considered as inside information within the meaning of the legislation regulating financial instruments markets and is aware of the prohibition on the use of inside information in the context of trading in financial instruments. The duties of a member of the Board not to disclose Sensitive Information shall not apply when and to the extent that a member of the Board is required to do so by law or legal acts and the member of the Board has a duty to disclose the Sensitive Information to a competent governmental, municipal, or other authority, institution, organisation or its representative, or to a court. If a member of the Board is obliged to disclose any part of the Sensitive Information under the applicable legal acts, the Company shall be promptly notified in writing or by other means of communication (e-mail or other communication) before such disclosure. The Board Member is aware that the unauthorised use and disclosure of confidential information constituting a trade/industrial secret is subject to administrative and criminal liability. A member of the Management Board who unlawfully discloses and uses Sensitive Information shall be liable to indemnify the Company for the damages caused. The confidentiality obligations shall come into force upon signature of this Contract and shall be of a continuing nature, and shall remain in force for a period of ten (10) years after the termination of this Contract, with the exception of the obligations relating to the protection of personal data, which shall remain in force indefinitely. Notices and other information All notices, requests, written claims or other documents under the present Contract (hereinafter - Notices) shall be sent to the following addresses: To the Company: [___] To the Board member: [forename, surname] [address] [e-mail] Account No [___] All notices under the present Contract shall be deemed to have been duly served when they are delivered to the above addresses, including by e-mail (if e-mail address of the Company is provided, all Notices shall only be sent to the Company’s e-mail), or shall be sent by a registered letter or through courier. Each Party must notify the other Party of any changes in its address, bank account or other data specified in the present Contract no later than within 5 (five) days after such change. If the Party fails to notify of the change of address, then sending a Notice to the last available address is considered appropriate. Final provisions The present Contract shall enter into force from the moment of its signing and is valid until the earliest of the following dates: the term of office of the Board member as the member of the Board of the Company expires; or the Board member is revoked from the Board of the Company or the entire Board is revoked; or the Board member resigns or is unable to resume his/her duties; or the Board member ceases to hold the position of the Board member on another basis. The provisions of the Contract on intellectual property, confidentiality, indemnification of loss, settlement, applicable law and dispute resolution shall remain in force after the expiry of the present Contract. The Board member undertakes not later than on the day of the expiry of the Contract: to pass on to the Company all the paper documents in his/her possession that he/she has received during the performance of the activity (including, but not limited to, correspondence, notices, contracts, other documents, as well as computer discs, USB keys and cards, computer software, other optically or electronically readable information media which the Company has transferred to the Board member in accordance with an act of transfer-acceptance) and that form a trade secret and/or confidential information; to pass on to the Company all passwords (except where electronic passwords have been provided or such passwords have been transmitted in a different form of electronic correspondence), keys, stamps, credit cards, property owned by the Company or managed by the Company on other grounds and other things that were handed over to the Board member to be managed and/or used by the Board member in connection with his/her activities in the Board; when a dedicated software is used, to destroy the information of the Company’s internal use, confidential information, the one that forms a trade (industrial) secret of the Company, that was received during the term of office of the Board member and that was stored in electronic media and devices. Any amendments of or additions to the present Contract shall be made in writing and signed by both Parties in an appropriate manner. The law of the Republic of Lithuania shall apply to the present Contract, interpretation and application of its terms and conditions, as well as matters related to its violation, validity or invalidity. All disputes, disagreements or claims arising out of the present Contract or related to the present Contract, its violation, termination or validity shall be settled by negotiation. If the Parties fail to settle the dispute amicably within 30 (thirty) calendar days, the dispute shall be finally settled in Vilnius Court of Commercial Arbitration in accordance with its regulation. The Arbitration Court will be in Vilnius. The number of arbitrators will be three. The language of the arbitration will be Lithuanian. If any clause of the present Contract is wholly or partly invalid or becomes invalid due to its contradiction with the applicable law or for any other reason, the remaining clauses of the present Contract will remain in full force and effect. In such case, the Parties will, in good faith, negotiate and endeavour to replace the aforementioned wholly or partially null and void clause with another valid clause which, as far as possible, would allow achieving the same legal and economic result as the clause of the present Contract which will be amended in this way. Neither Party may assign its rights or obligations under the present Contract except as provided herein. The present Contract is made in duplicate in Lithuanian language, one copy is given to each Party. To confirm all the foregoing, the Parties have signed the present Contract on the abovementioned date: On behalf of the Company: The Board member: ________________________ ____________________________
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Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions
Liability of Parties to the Contract and Compensation for Loss. The Company undertakes to indemnify the Board member and protect him/her from any loss or damage (including reasonable costs for legal assistance) that may be incurred by the Board member for any reason related to the Board member’s 's activities in the Board, except where such loss or damage incurred by the Board member arose from the intentional or gross negligence of the Board member. During the term of the present Contract, the Company undertakes to provide the Board member with a civil liability insurance of the legal persons’ ‘ bodies. The Board member undertakes to indemnify the Company and protect it from any loss or damage (including reasonable costs for legal assistance) that it may incur as a result of breach of the present Contract by the Board member and/or the claims of third parties, including the Company’s 's shareholders, related to the activities of the Board member in the Board or the results of those activities, when such loss or damage incurred by the Company arose from the intentional or gross negligence of the Board member. If the Board member violates the additional restrictions provided for in the Article 7 of the present Contract, the Company shall also have the right to require the Board member who has violated them: to pay a fine of 3,000 (three thousand) euros for each case of violation. Other contracts concluded between the Board member and the Company may provide for the obligation for the Board member to comply with the obligations, as per understanding between the Parties, that are analogous to those that are provided for in the Article 7 of the present Contract, that would also apply after the expiry of the present Contract, by paying compensation of an amount agreed between the Parties. Right to information and confidentiality The Board member has the right of access to all documents of the Company and its direct and/or and / or indirect subsidiaries, and all information of the Company and its direct and/or and / or indirect subsidiaries (except such documents and information which are directly and/or and / or indirectly related to the data, documents and information of the contractors of the Company and its direct and/or and / or indirect subsidiaries acquired, learned or otherwise legally acquired by the contractors of the Company and its direct and/or and / or indirect subsidiaries) that, at the request of the Board member, may be systematized according to the reasonable criteria specified by the Board member. If the Company does not have the requested documents or information of the Company’s 's direct and/or and / or indirect subsidiaries, the Company undertakes to take immediate actions to receive such documents and information, including the exercise of the rights conferred by the shares of the subsidiaries held by the Company Company. Considering that the Company will also pass on other information constituting a confidential, trade (industrial) secret for the performance of the activities of the Board member, the Board member undertakes to abide to a sensitive information policy of UAB “EPSO-G” group of companies. The Board member shall sign, together with the present Contract, but not later than until the commencement of his/her activities in the Board of the Company, a confidentiality agreement not to disclose the Company’s trade (industrial) secrets and confidential information, as well as to comply with information of the Company’s internal legal requirements stipulating . Such the rights and obligations of persons possessing/knowing confidential information or trade secrets in the storage, transmission and disposal of the information, and undertakes the confidentiality obligations in this Contract, agreement shall be considered as set out in an integral annexed to the present Contract. For the purposes of this Contract, Sensitive Information shall mean any and all data and information which meets the characteristics set out in the Terms and Conditions and which is received by a Board Member from the Company and/or a Group Company or any person acting on its/their behalf or in their interests, in any form whatsoever (whether in writing, by email, by any other means of transmission of information and whether orally) (hereinafter - Sensitive Information). Sensitive Information will not include information which: (i) is or becomes public pursuant to the laws, regulations or other legal acts of the Republic of Lithuania; (ii) at the time of its submission, has already been published or otherwise made publicly available to the general public; (iii) is notified in writing by the Company that it does not constitute Sensitive Information. In the event of any doubt as to whether information is considered to be Sensitive Information, it must be treated as Sensitive Information until the Company informs that such information is not Sensitive Information. The Board Member undertakes to: keep Sensitive Information confidential and manage (prepare, store, transmit and destroy) it in accordance with the Rules and best practices for the management of Sensitive Information; not to use the Sensitive Information in any manner that may cause damage to the Company; inform the Company of any actual or impending unauthorised use or disclosure of Sensitive Information or any other act that may constitute a breach of information security. The Member of the Board confirms that he/she is aware that certain Sensitive Information may also be considered as inside information within the meaning of the legislation regulating financial instruments markets and is aware of the prohibition on the use of inside information in the context of trading in financial instruments. The duties of a member of the Board not to disclose Sensitive Information shall not apply when and to the extent that a member of the Board is required to do so by law or legal acts and the member of the Board has a duty to disclose the Sensitive Information to a competent governmental, municipal, or other authority, institution, organisation or its representative, or to a court. If a member of the Board is obliged to disclose any part of the Sensitive Information under the applicable legal acts, the Company shall be promptly notified in writing or by other means of communication (e-mail or other communication) before such disclosure. The Board Member is aware that the unauthorised use and disclosure of confidential information constituting a trade/industrial secret is subject to administrative and criminal liability. A member of the Management Board who unlawfully discloses and uses Sensitive Information shall be liable to indemnify the Company for the damages caused. The confidentiality obligations shall come into force upon signature of this Contract and shall be of a continuing nature, and shall remain in force for a period of ten (10) years after the termination of this Contract, with the exception of the obligations relating to the protection of personal data, which shall remain in force indefinitely. Notices and other information All notices, requests, written claims or other documents under the present Contract (hereinafter - "Notices") shall be sent to the following addresses: To the Company: [___] AB “Xxxxx Xxxx“ Xxxxxxxxx xxx. 00, XX-00000 Xxxxxxx, Xxxxxxxxx xxxx@xxxxxxxxx.xx To the Board member: [forename, surname] [address] [e-mail] Account No [___] All notices under the present Contract shall be deemed to have been duly served when they are delivered to the above addresses, including by e-mail (if e-mail address of the Company is provided, all Notices shall only be sent to the Company’s Company‘s e-mail), or shall be sent by a registered letter or through courier. Each Party must notify the other Party of any changes in its address, bank account or other data specified in the present Contract no later than within 5 (five) days after such change. If the Party fails to notify of the change of address, then sending a Notice to the last available address is considered appropriate. Final provisions The present Contract shall enter into force from the moment of its signing and is valid until the earliest of the following dates: the term of office of the Board member as the member of the Board of the Company expires; or the Board member is revoked from the Board of the Company or the entire Board is revoked; or the Board member resigns or is unable to resume his/her duties; or the Board member ceases to hold the position of the Board member on another basis. The provisions of the Contract on intellectual property, confidentiality, indemnification of loss, settlement, applicable law and dispute resolution shall remain in force after the expiry of the present Contract. The Board member undertakes not later than on the day of the expiry of the Contract: to pass on to the Company all the paper documents in his/her possession that he/she has received during the performance of the activity (including, but not limited to, correspondence, notices, contracts, other documents, as well as computer discs, USB keys and cards, computer software, other optically or electronically readable information media which the Company has transferred to the Board member in accordance with an act of transfer-acceptance) and that form a trade secret and/or confidential information; to pass on to the Company all passwords (except where electronic passwords have been provided or such passwords have been transmitted in a different form of electronic correspondence), keys, stamps, credit cards, property owned by the Company or managed by the Company on other grounds and other things that were handed over to the Board member to be managed and/or used by the Board member in connection with his/her activities in the Board; when a dedicated software is used, to destroy the information of the Company’s Company‘s internal use, confidential information, the one that forms a trade (industrial) secret of the Company, that was received during the term of office of the Board member and that was stored in electronic media and devices. Any amendments of or additions to the present Contract shall be made in writing and signed by both Parties in an appropriate manner. The law of the Republic of Lithuania shall apply to the present Contract, interpretation and application of its terms and conditions, as well as matters related to its violation, validity or invalidity. All disputes, disagreements or claims arising out of the present Contract or related to the present Contract, its violation, termination or validity shall be settled by negotiation. If the Parties fail to settle the dispute amicably within 30 (thirty) calendar days, the dispute shall be finally settled in Vilnius Court of Commercial Arbitration in accordance with its regulation. The Arbitration Court will be in Vilnius. The number of arbitrators will be three. The language of the arbitration will be Lithuanian. If any clause of the present Contract is wholly or partly invalid or becomes invalid due to its contradiction with the applicable law or for any other reason, the remaining clauses of the present Contract will remain in full force and effect. In such case, the Parties will, in good faith, negotiate and endeavour to replace the aforementioned wholly or partially null and void clause with another valid clause which, as far as possible, would allow achieving the same legal and economic result as the clause of the present Contract which will be amended in this way. Neither Party may assign its rights or obligations under the present Contract except as provided herein. The present Contract is made in duplicate in Lithuanian language, one copy is given to each Party. To confirm all Annexes to the foregoing, the Parties have signed the present Contract on the abovementioned date: On behalf (an integral part of the Company: The Board member: ________________________ ____________________________Contract):
Appears in 1 contract
Samples: ambergrid.lt
