Confidentiality Agreement
As part of the Pio design and sales process, Pio will require certain information about your (the "Customer") business and technical requirements, including order and stock data (the "Design Proposal"). Upon the Customer's submission of such information and data through the initial data request, the Customer and Pio (each a "Party") shall be deemed to be bound by the following Confidentiality Agreement:
Article 1 - Definitions
For the purpose of this Confidentiality Agreement:
“Affiliate” means any Person which a Party directly or indirectly controls, or is controlled by. For the purpose of this Confidentiality Agreement "control" means:
a) direct or indirect ownership of, or other beneficial interest in, more than 50% of the voting stock or other voting interest of an legal entity; or
b) the power to otherwise control or direct the affairs of a Person .
“Agent” means amongst others but not limited to, all legal and tax counsels, accountants and other professional advisors, as well as individuals who have been given a power of attorney, assignment or order by a Party.
“Employee” includes amongst others, but not limited to, all personnel of a Party having a contract of employment with such Party, all hired temporary workers of a Party and all secondment or posted workers working with such Party.
“Intellectual Property Rights” shall in this Confidentiality Agreement mean all patents, including patent applications and divisional and extensional patent applications, inventions, designs, trademarks, trade names and other distinctive brand features (whether registered or unregistered), copyright and related rights, database rights and knowhow and trade secrets developed by and / or belonging to a Party or Affiliate.
“Person” means any natural person, corporation, limited liability company, partnership, joint venture, association, trust, bank, or unincorporated organisation or any other (legal) entity, whether acting in an individual, fiduciary or any other capacity.
“Representatives” means amongst others, but not limited to, the managing directors, proxy holders, officers and / or members of the supervisory board of the Parties.
Confidential Information
“Confidential Information” shall for the purpose of this Confidentiality Agreement mean: any and all information supplied, by way of illustration only and without limitation, orally, in presentations, electronically, in writing, through video data, e-mail, cellular phones, through data carriers or through any other possible way whatsoever by one Party to the other Party in relation to the Design Proposal, such as information with respect to the business, technical or financial affairs of a Party or its affiliates, customers, potential customers, employees, suppliers, potential suppliers, disclosed by either Party in connection with the Design Proposal, including data provided by the Customer in the initial data request. Confidential Information shall include any invention, product, formula, method, technique, composition, compound, project development, plan, vendor information, customer information, apparatus, equipment, trade secret, process, research reports, technical data, computer program, software, software documentation, hardware design, models, technology, marketing or business plan, (financial) forecast, unpublished financial statement, budget, license, price cost and personnel data. A Party's Confidential Information shall not include information which:
a) is or becomes publicly known other than through a breach of this Confidentiality Agreement; or
b) was in the lawful possession of the other Party prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; or
c) is lawfully disclosed to the other Party by a third party who was free of any restrictions as to disclosure of the information; or
d) is independently developed by the other Party without breach of this Confidentiality Agreement; or
e) is disclosed by operation of law.
Non-use and non-disclosure of Confidential Information
The Parties agree not to use Confidential Information for any other purpose than the Design Proposal. Each Party agrees not to disclose Confidential Information to any other Persons except for their own employees, representatives and agents who have a need to know and use such Confidential Information in connection with the Design Proposal, and who are made aware of the confidential and sensitive nature of the Confidential Information and are bound by obligations of confidentiality and non-use which are as least as favourable for the disclosing Party as this Confidentiality Agreement.
Confidential Information shall be treated by each of the Parties and their affiliate, agents, representatives or employees with the strictest degree of care and diligence to avoid the disclosure to third-parties and to employees, representatives and agents who have not a need to know Confidential Information in connection with the Design Proposal.
For the avoidance of doubt, the receiving Party shall not:
a) make any commercial or non-commercial use of Confidential Information for other purposes than the Design Proposal;
b) make any use of Confidential Information other than what is strictly necessary for the Design Proposal; or
c) decompile, recompile, disassemble or analyse Confidential Information or objects from which Confidential Information may be deducted with the purpose of deducing additional information that is not directly and clearly disclosed in the Confidential Information or the objects.
The Parties shall safeguard Confidential Information from all unauthorized use, access, or disclosure and shall give prompt written notice in the event the Confidential Information of a disclosing arty is disclosed to or accessed by any another person.
Return of Confidential Information
When the Design Proposal is completed or terminated, for whatever reason, each Party shall immediately:
a) return all originals, copies, reproductions, derivatives and summaries of Confidential Information to the Party that provided such Confidential Information; or
b) destroy all originals, copies, reproductions, derivatives and summaries of Confidential Information that, for whatever reason, cannot be physically returned to the providing Party, without leaving behind any Confidential Information with the receiving Party.
Invalidity
The invalidity, illegality or unenforceability of any provision of this Confidentiality Agreement shall not affect the continuation in force of the remainder of this Confidentiality Agreement. In the event that any of the provisions contained herein shall be deemed invalid or void, the Parties hereto undertake to confer with each other as soon as practically possible in order to replace such provision with a provision that reflects the Parties' intentions when inserting the original provision as closely as possible.
Governing law and jurisdiction
This Confidentiality Agreement shall be governed by and construed in accordance with Norwegian law.
All disputes arising out of or in connection with the Confidentiality Agreement shall be finally settled under the rules of the Norwegian Arbitration Act 2004. The place of arbitration shall be Oslo, the language of arbitration English.