The Non-Disclosure Agreement

The present terms and dispositions, which I adapted from the following template, shall be considered as "integrated by default", which means that the simple existence of the European Code of Intellectual Property suffices to make them an enforceable reality: in terms of authors rights indeed, by default of not knowing one's rights (and obligations), no one shall ignore the law…and vice versa!

PARTIES TO THE AGREEMENT

Between the Undersigned
The Provider Party on the one side
The Author (here: myself): Daniela BERNDT, independent Web Program Manager.
And the Candidate Party on the other side
The User (of my Webfolio's websites; here: you): an individual, an independent professional, or a business manager.
Preamble
Within the context of a web publication whose purpose it is to provide information pertaining to a virtual incubation solution referred to as "NetPlusUltra®", the Author intends to communicate information regarding the aforementioned incubation perimeter.
Modalities
The communication of such information shall be carried out under the conditions set out hereinafter.

TERMS OF THE AGREEMENT

Having regard to the aforementioned, the following has been agreed and decided upon:
Article 1 • Definitions :
  1. The "Transmitting Party" refers to the party which communicates its information to the other party.


  2. The "Receiving Party" refers to the party which receives the information from the other party.


  3. The Parties will make available to each other - exclusively through secured electronic means and reciprocal access to their respective information systems - HTML publications pertaining to their respective publication perimeters, hereinafter globally referred to as "the information".


  4. "HTML publications" refers to websites of webpages containing all types of formats that such a webpage can integrate.


  5. For the Author of the "NetPlusUltra®" solution, "publication perimeter" refers to the following dimensions:

  1. The Front-Office (i.e. the entire Webfolio providing access to the dedicated "Externet+" area): contents intended for prospective affiliates, regarding which the intellectual property right of the Author equals the duty of reserve of the User;


  2. The Back-Office ("Extranet+" and "Intranet+"): private web space(s) reserved for users who duly submit a request for access through one of the contact forms provided for that purpose, and regarding which the intellectual property right of the Author equals the duty of confidentiality of the User.

Article 2 • Confidentiality :
  1. The Receiving Party undertakes to consider as proprietary the Author's information it will receive from the Transmitting Party or to which it will be given access during the completion of the present agreement; which means that the Receiving Party undertakes not to substitute itself to the owner of such Author information, through unsolicited communication actions for instance, insofar as it holds no right of exploitation whatsoever upon such intangible assets.


  2. The Receiving Party shall take all measures necessary to preserve the intellectual property rights of the Author of the publication. Those measures shall not be less than those it would take itself for the protection of its own proprietary information.


  3. The Receiving Party undertakes to communicate such information only to those members of its staff (in the case of a Company), and/or of its personal and professional networks (in the case of a Professional or an Individual), who require knowledge and use thereof, to the extent that those members could have to take part in the aforesaid project after prior express written authorization of the Transmitting Party (i.e. after due pre-registration with the Author).


  4. The Receiving Party undertakes to take all measures to ensure that the members of its staff and/or networks, according to article 2.3 of the present agreement, process such information in compliance with the provisions of reserve/discretion, confidentiality, and usage set forth in the present agreement.

Article 3 • Use of the Information :
  1. The information obtained by the Receiving Party shall be used exclusively for the completion of the purpose of the present agreement, as set forth in the preamble hereto. Any and all other use shall be subject to the prior written authorization of the Transmitting Party.


  2. The Receiving Party shall not, under any circumstances, make any claim, on the basis of such information, with regard to the concession of whatsoever licence, or whatsoever right of authorship or prior possession, as defined by the European Code of Intellectual Property.

Article 4 • Exceptions :
However, the provisions set forth in the present agreement shall not apply to such information for which the Receiving Party is able to provide proof:

  1. that such information was already in its possession prior to the communication thereof by the Transmitting Party, or


  2. that such information was available to the general public prior to the communication thereof by the Transmitting Party, or


  3. subsequent thereto, provided no negligence may be attributed to the Receiving Party, or


  4. that such information was received, with no obligation of secrecy, from a third party authorized to communicate the said information.

Article 5 • Duration :
  1. The present agreement shall become effective as from the publication of the information, and shall remain in effect after the update, traceable relocation/republication, or removal thereof.


  2. The provisions of confidentiality and intellectual property set forth in the present agreement for the protected (access-restricted) areas of the present Webfolio (which are accessible upon duly justified request or pre-registration through the corresponding contact form) shall remain in effect after the expiration or termination thereof, whatever the cause.

Article 6 • Governing Law :
The present agreement shall be governed by French law.
Article 7 • Jurisdiction :
Any and all disputes which the Parties are unable to settle out-of-court shall be referred to the Court having jurisdiction.
Article 8 • Signatures :
The present agreement is deemed read and approved by the User by virtue of the "effective" nature (the simple existence) of the European Code of Intellectual Property.

Navigation