Non-Disclosure Agreement

This Non-Disclosure Agreement is made on between   , a company or a freelance having its registered office or address at , hereinafter shall be referred to as the (Disclosing Party) and Artic Media LLC, a company having its registered principal office at 19 Holly Cove Ln., Dover, DE 19901, USA. With registration No. 37-2007249, hereinafter shall be referred to as the (Receiving Party)

WHEREAS

The Disclosing Party intends to disclose certain information to Receiving Party for the purpose of services, (hereinafter the “Services”).

AND WHEREAS such disclosure of information may include the disclosure by Disclosing party of information which is of a confidential and proprietary nature, and which is of value to the Disclosing Party.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

1. For the purposes of this Agreement: 
   1. “Confidential Information” shall be deemed to be all information whether delivered to or obtained by the Receiving Party in oral, written or any other form or which in the normal course of business would be considered to be of a confidential nature, which is of a technical, commercial, legal or financial nature pertaining to the Services or business or operations of the Disclosing Party, its clients and other persons with whom the Disclosing Party has financial and legal or commercial dealings. Confidential Information may include, without limitation, clients information, case studies, leads’ contact information, computer programs, codes, passwords, specifications, systems, know-how, processes, ideas, inventions (whether or not patentable), other technical, business and financial information and all information concerning current, future or proposed products or services, client or customer lists and printouts, marketing or sales plans and any and all other information or materials relating to the business and operations of the Disclosing Party.
2. The Receiving Party agrees and covenants to receive and hold all Confidential Information acquired from the Disclosing Party in strict confidence. The Receiving Party agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of the Disclosing Party’s Confidential Information that the Receiving Party uses to protect its own Confidential Information, but in no case will Receiving Party use less than reasonable care to protect the Disclosing Party’s Confidential Information. Where disclosure of the Confidential Information is required by law, the Receiving Party will immediately notify the Disclosing Party thereof (including the manner of disclosure) so that the Disclosing Party may take such action, as it deems necessary to intervene or seek assurances of confidentiality. Receiving Party agrees to advise the Disclosing Party in writing of any misappropriation or misuse by any person of such Confidential Information of which Receiving Party may become aware.
3. The Receiving Party shall not disclose, disseminate, duplicate or use the Confidential Information obtained from the Disclosing Party, in whole or in part, for any purposes other than for the Services. The Receiving Party agrees that, subject to clause 4 herein and except as otherwise required by law, it will not disclose any such Confidential Information to any third party (except to its parent company’s subsidiaries or associated companies who need to know in order to fulfil the objective of the Services), commercially exploit in any manner whatsoever, or use the same for its exclusive benefit or for the exclusive benefit of any third party without the express written consent of the Disclosing Party, which consent shall not be unreasonably withheld. At the request of Disclosing Party, the Receiving Party, its employees or its authorised representatives, prior to making such disclosure shall obtain from such third party an executed confidentiality agreement in the form approved by Disclosing Party.
4. The Receiving Party shall ensure that their employees, sub-contractors and/or agents and those of its parent company’s subsidiaries or associated companies who are given access to the Disclosing Party’s Confidential Information shall only be given access to the Confidential Information on a “need to know” basis pursuant to and in furtherance of the Services, and shall have been made aware of the requirements of confidentiality set out herein. Disclosing Party may at any time require the Receiving Party to verify compliance with this provision.
5. The provisions of this Agreement shall not prevent the Receiving Party from disclosing any information where it can demonstrate and document that such information:
   1. was in its possession (with full right to disclose) prior to receiving it from the Disclosing Party; or
   2. is or subsequently comes into the public domain other than by breach of its obligations hereunder; or
   3. is independently developed or lawfully received by it from a third party without restriction on disclosure or use; or
   4. Is approved for release by written authorization of the Disclosing Party.
6. Each Receiving Party agrees to promptly return, or at the Disclosing Party’s discretion destroy, any materials or documents of the Disclosing Party that are furnished to Receiving Party, and all copies thereof, upon the earlier of (i) Disclosing Party’s request for return of the materials or (ii) the termination of the business relationship between the Disclosing Party and Receiving Party. If the Disclosing Party opts to have the materials and documents destroyed by the Receiving Party, the Receiving Party will supply a certificate, signed by a duly authorized representative, certifying that all of the materials or documents were destroyed.
7. Without prejudice to the other rights of the Disclosing Party, in the event of an unauthorised disclosure or use of Confidential Information occurring through a disclosure made to the Receiving Party, the Receiving Party shall use all reasonable endeavours to assist the Disclosing Party in recovering and preventing the use, dissemination, sale or other disposal of such Confidential Information.
8. The Receiving Party acknowledges that the Confidential Information is valuable to the Disclosing Party and that any unauthorised disclosure thereof may cause irreparable damage to the Disclosing Party. The Receiving Party therefore agrees that money damages alone would not be sufficient remedy for any breach of this Agreement and that upon any actual or threatened violation or breach of the obligations contained herein, the Disclosing Party shall be entitled, in addition to any other rights or remedies available to it at law or equity, to specific performance or injunctive relief.
9. The furnishing of Confidential Information hereunder by the Disclosing Party to the Receiving Party shall not constitute or be construed as a grant of any express or implied licence or other right in respect of any copyright or other intellectual property right. No warranty is made as to any information disclosed hereunder.
10. The property in all Confidential Information disclosed pursuant to this Agreement shall, subject to any right of any other owner, remain with the Disclosing Party. Receiving Party further agrees that the Disclosing Party will be the sole owner of all right, title and interest, including all copyrights, patents, trade secrets and other intellectual property rights relating to any designs, documents, inventions, discoveries or copyrightable material, that are made, conceived or reduced to practice based on the Disclosing Party’s Confidential Information. Receiving Party agrees to assign all such rights to the Disclosing Party and execute any documents requested by the Disclosing party to secure such rights in the Disclosing Party.
11. The obligations of confidentiality contained in this Agreement shall continue for ten (10) years from the later of the following events:
    1. Expiry of the Services
    2. Mutual written agreement to terminate the Services
    3. The entering into a contract between the Parties that specifically terminates this Confidentiality Agreement
12. This Agreement shall be governed by the laws of the State where Receiving Party is doing business and subject to the non-exclusive jurisdiction of the courts of that state.
13. Each party agrees that its execution of this Agreement does not obligate it to enter into any further agreements or to proceed with any possible relationship or transaction with the other party. None of the Confidential Information disclosed hereunder will constitute any representation, warranty, assurance, guarantee, or inducement with respect to the accuracy or completeness of any Confidential Information.
14. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written representations and understandings. Any failure or delay by either party to enforce any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver of its rights. This Agreement may be amended or modified only in a writing signed by both parties. The parties agree that each party is an independent contractor and that this Agreement will not be construed as a teaming agreement, joint venture, partnership or other business relationship. This Agreement will be binding upon the successors of both parties.
15. This confidentiality and non-disclosure agreement is an extension to your pre-existing employment contract and does not replace or supersede the terms of your existing employment contract.

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Signed by Enrique Nieto
Signed On: 11 de December de 2023

Signature Certificate

Document name: NON-DISCLOSURE AGREEMENT

Unique Document ID: 55d07684f6027b4ae770e4e2679480ded505b468

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Timestamp	Audit
5 de December de 2023 00:02 HDT	NON-DISCLOSURE AGREEMENT Uploaded by Enrique Nieto - [email protected] IP 83.54.183.57

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https://artic-media.com/

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