NDA Herman Kienhuis
Dear Herman Kienhuis,
Further to your interest in investigating a possible Co-Partnership of – ‘Yo, Matt!’ by Reluxer V.O.F. – please verbally agree to this non-disclosure agreement in a message to our chatbot. Upon receipt, we will disclose more information about our client to you under the conditions of this agreement. In the remainder of this document, we refer to Reluxer V.O.F. as ‘the Company’.
Herman Kienhuis, which has on behalf of itself as well as of its directly or indirectly held subsidiaries, hereinafter also referred to as “Potential Partner”
By agreeing to and executing this agreement the Potential Partner is bound to the undertakings and obligations set forth herein not only towards ourselves but also towards the Company. This agreement serves as third party stipulation (“derdenbeding”) pursuant to article 6:253 of the Dutch Civil Code. The Company has accepted, or will accept, this stipulation.
Hereinafter the Company and the Potential Partner referred to as a ‘Party’ and together referred to as ‘the Parties’;
- The Parties wish to examine whether a business relationship between them could be established and, if so, in what form, to what extent and under what terms and conditions such relationship could be effected (hereinafter referred to as ‘the Objective’);
- with regard to the Objective there will be consultations between the Parties in the course of which the Parties will be required to provide each other with confidential information (hereinafter referred to as ‘Confidential Information’);
- the Parties hereto wish to lay down the rights and obligations of the Party providing the Confidential Information (hereinafter referred to as ‘the Owner’) and of the Party receiving the Confidential Information (hereinafter referred to as ‘the Recipient’);
The Potential Partner declares to have agreed as follows:
- The fact that the Parties are examining the Objective is confidential on itself. Neither one of the Parties will disclose this without the explicit prior written consent of the other Party.
- For the purpose of this agreement Confidential Information means any information or data, irrespective of the form and the nature thereof, that is the material of the Owner, including, but not limited to, technical know how, specifications, designs, models, techniques, drawings, processes, as well as industrial and intellectual property rights, business information, marketing data, information relating to customers, markets and services, financial data and in general all information, provided by either Party, its employees or its advisors, pursuant to this agreement.
- The Recipient undertakes to use the Confidential Information for the sole purpose of the Objective.
- All Confidential Information:
- shall not be copied, distributed, disclosed or disseminated in any way or form by the Recipient without the explicit prior written consent of the Owner;
- shall be maintained in confidence and may only be disclosed to those employees or advisors of the Recipient who have a need to know the same in order to use the same for the Objective and who have agreed in advance with the terms and conditions of this agreement which shall also apply to such employees and advisors;
- shall not be used by the Recipient for any purpose, whatsoever, except as expressly stated herein, without the express prior written consent of the Owner.
- The obligation of paragraph 3 above shall not apply to information which:
- is at the time of the disclosure or becomes later generally available to the public through no act or default on the part of the Recipient;
- was already in the Recipient’s lawful possession and at its free disposal prior to disclosure by the Owner;
- is received by the Recipient in good faith independently from a third party who had the lawful right to disclose such information;
- is independently developed by the Recipient without access to the Confidential Information;
- is required to be disclosed by any applicable law or by any supervisory or regulatory body to whose rules the Recipient or the Owner is subject.
- The Confidential Information shall remain the property of the Owner and shall be returned to the Owner, or at its option be destroyed, including any extracts or copies, by the Recipient immediately upon the first request of the Owner.
- The Confidential Information is disclosed “as is”. No warranties are made by either Party in relation to the Confidential Information disclosed to the other Party.
- Recipient’s obligations hereunder with respect to the Confidential Information shall terminate three (3) years from the date of receipt thereof by the Recipient.
- It is understood that no patent, copyright, trademark or other proprietary right or license is granted by this agreement. The disclosure of any Confidential Information shall not result in any obligation to grant the Recipient rights therein.
- The Potential Partner shall not (try or endeavor to) hire, recruit and/or entice to enter into any kind of relationship with the Potential Partner in any way whatsoever any employee of the Company during a period of two (2) years after the discussions and negotiations with respect to the Objective have definitely been terminated.
- The undersigned declares by placing his signature at the bottom of this agreement, that he duly represents the legal entities he signs for and that he acts in accordance with the articles of association or other official documents governing said legal entities and that all necessary formalities have been fulfilled.
- This document contains no obligations for any Party to enter into any negotiations or discussions and/or to go forward with the Objective and/or with any other business transaction. Either Party may terminate the discussion ands/or negotiations with the other Party at any time. Either Party may enter into discussions and/or negotiations with third parties, even if such discussions or negotiations relate to possible business transactions similar or identical to the Objective.
- In the event of a breach of this agreement, the Company and/ or its shareholders may seek immediate injunctive relief.
- This agreement shall be effective as of the date of the last signature as written below. This agreement shall automatically terminate three (3) years from its effective date and cannot be terminated, annulled, cancelled or rescinded before its date of expiration. The rights and obligations accruing prior to the termination, as set forth herein, shall, however, survive the termination as specified in this agreement.
- If any provision of this agreement is held to be or to become invalid or unenforceable, the remaining provisions shall be unaffected hereof and remain in full force and effect. The Parties shall replace such invalid or unenforceable provisions by other provisions, which, in a legally permissible way, come closest to the intended purpose of the invalid or unenforceable provisions.
- The failure by any Party to insist upon the strict adherence to any provision of this agreement shall not be considered a waiver of any right hereunder, nor shall it deprive that Party of the right to insist upon the strict adherence to that provision or any other provision of this agreement.
- This agreement is subject to and shall be governed by Dutch law. Both parties agree to the exclusive jurisdiction of the Court in Amsterdam, The Netherlands.
Jordi van Staveren