ZÁKLADNÉ INFORMÁCIE O ZMLUVE
Slovenská technická univerzita v Bratislave, Vazovova 5, 812 43 Bratislava, IČO: 00 397 687
ZÁKLADNÉ INFORMÁCIE O ZMLUVE
UZAVRETEJ PODĽA INÉHO AKO SLOVENSKÉHO PRÁVNEHO PORIADKU1
1. Rozhodné právo: švédske
2. Zmluvné strany:
Fakulta elektrotechniky a informatiky, STU Bratislava
názov/obchodné meno
812 19 Bratislava, Ilkovičova 3, Slovenská republika
sídlo/štát
00 397 687
IČO/registrácia
a
PaperShell AB názov/obchodné meno Švédsko
sídlo/štát
SE 559 305 856 201
IČO/VAT/registrácia
3. Typ zmluvy: zmluva
4. Predmet zmluvy: mlčanlivosť
5. Cena: -
6. Doba zmluvy: -
7. Záručná doba:
7.1 je dohodnutá na dobu ...................................................................
7.2 nie je dohodnutá
8. Zmluva vyhotovená v anglickom jazyku je neoddeliteľnou súčasťou tejto informácie a nasleduje za jej textom.
V Bratislave dňa 21.10.2021
*§ 853 ods. 3 Občianskeho zákonníka, § 771c Obchodného zákonníka
PaperShell S MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
PaperShell AB org no 559305-8562, on behalf of itself and for the benefit of any subsidiary, parent company and/or entity under its common control ('Affiliate(s)"), and the company signed below (on page 2) on behalf of it- self and for the benefit of its Affiliates, agree under this Mutual Confidentia- lity and Non-Disclosure Agreement ("Agreement") on the following terms:
I. Confidential Information
1. "Confidential Information" shall mean any proprietary, confidential, or trade secret information or know-how, including but not limited to infor- mation about each party's products, financials, business or customers, in any tangible or intangible form, disclosed on or after execution of the Agreement by each party. Each party disclosing such information ("Disclosing Party") shall use reasonable efforts to mark as confidential documents and other tangible items disclosed hereunder that contain such Party's Confidential Information, and to inform the party receiving such information ("Receiving Party"), prior to oral or visual disclosure of any such Confidential Information, that the Information about to be disclosed is confidential. Failure so to mark tangible items or to designa- te oral or visual disclosures shall not deprive the disclosed Confidential Information of the protections of this provision if the Receiving Party knew or should have known, based on the circumstances of the disclo- sure and the type of information being disclosed, that the Disclosing Party intended such information to be treated as Confidential Informa- tion hereunder.
2. Confidential Information shall not include information that is or beco- mes publicly available without infringing any confidentiality obligations or was known to or in the possession of the Receiving Party prior to the receipt from the Disclosing Party and without infringing any con- fidentiality obligations. Confidential Information shall cease to qualify as Confidential Information once it is rightfully obtained by Receiving Party from another source without a duty of confidentiality, or is inde- pendently developed or ascertained by Receiving Party without the use of Confidential Information. The party alleging one of these exemptions has to show written records evidencing such exemption.
II. Purpose and Obligations
1. Confidential Information may only be used by Receiving Party for the purpose of discussing PaperShell's natural fiber composites com ponent production and related issues including solutions, materi als, production, IR organisation, investors, finance, IT, Sales, clients, technology, projects and more.
2. Receiving Party shall not disclose the Disclosing Party's Confidential Information to any third party without the prior written consent of the Disclosing Party. Receiving Party shall use a standard of care at least as stringent as it uses for its own Confidential Information of like impor- tance, but in no case less than reasonable care, to prevent unauthori- zed use, dissemination or publication thereof. Receiving Party shall only make Confidential Information accessible to employees and/or consul- tants such of its affiliates, and its and its affiliates' directors, officers, employees or advisers (the "Permitted Recipients") who need to know to the extent necessary for the Purpose. Notwithstanding the fore- going, either Party may disclose Confidential Information to the extent it is required to do so by law, regulation, court judgment, administrative decision or the rules of a stock exchange where the Party's or any of its Affiliate's shares are listed.
3. The foregoing obligations will continue for a period of three (3) years from the date of receipt of the Confidential Information and will survive termination.
III. Miscellaneous
1. This Agreement shall remain in effect until it is terminated by either party with thirty (30) days prior written notice. Upon written request, Receiving Party certifies promptly in writing having returned or deleted all Confidential Information. The Receiving Party shall be permitted to
retain computer records and files containing Confidential Information that have been created solely by the Receiving Party's normal back-up procedures, to the extent such computer records and files are stored in a secure manner are not used for any other purpose.The foregoing obli- gations shall not apply to information which is stored on the Receiving Party's back-up servers, or to information which the Receiving Party or later the Permitted Recipients are required to retain pursuant to legal or regulatory requirements.
2. NO OTHERTHANTHE EXPRESSLY STATED WARRANTIES ARE MADE BY EITHER PARTY UNDERTHIS AGREEMENT. CONFIDENTIAL INFOR- XXXXXX IS PROVIDED "AS IS" WITH ALL FAULTS. NEITHER PARTY SHALL BE LIABLE FOR THE ACCURACY, FITNESS FORTHE PURPOSE OR COMPLETENESS OFTHE CONFIDENTIAL INFORMATION.
3. Each party warrants having the right to disclose Confidential Informa- tion under this Agreement.
4. All Confidential Information including, without limitation, documents, records, reports, drawings, models, designs, and lists, furnished by the Disclosing Party pursuant to the Agreement, and any derivative works, copies or reproduction thereof, whether created by the Disclosing Party or the Receiving Party shall remain the property of the Disclosing Party. Nothing contained herein shall be construed as granting any license or rights with respect to the Confidential Information, to create any agency or partnership relationship and to impose any obligation on either party to purchase, sell, license, transfer or otherwise dispose of any techno- logy, service or product.
5. In case of breach of the Agreement by the Receiving Party, the Recei- ving Party shall on request to the Disclosing Party pay a fine equivalent to the damage to Disclosing Party. Any damages shall be determined by arbitration. Payment of a fine does not affect the Disclosing Party's right to seek legal claims regarding compensation for actual damages and loss of profit, or to seek other sanctions than damages in relation to the breach of the Agreement. If there is any claim, dispute or controversy between the parties arising from or in connection with this Agreement, arbitration having jurisdiction over the domicile of the defendant in the litigation shall have the sole and exclusive jurisdiction. Disclosing Par- ty shall be entitled to immediate injunctive relief to enforce Receiving Party's obligations under this Agreement, as well as all other remedies it may have at law or in equity, including monetary damages. The party prevailing in any litigation shall be entitled, in addition to such other relief as may be granted, to reimbursement of its reasonable attorneys' fees. Disputes in connection with the Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.The seat of arbitra- tion shall be Stockholm, Sweden.
6. Any modification to this Agreement must be made in writing and signed by both parties. If any provision of this Agreement is found invalid, such invalidity shall not affect the enforceability of other provisions.
7. Receiving Party warrants to comply with all applicable export laws whe- never using or exporting Confidential Information or any technology, service or product using Confidential Information.