This Non-Disclosure Agreement (the "Agreement") is entered into as of Date: Start of Agreement, by and between:
Disclosing Party: Daniele Ronca, with a principal place of business in Berlin, Jülicher Str. 13.
and
Receiving Freelance Party
1. Purpose
This Agreement protects the confidential information disclosed by the Disclosing Party to the Receiving Party during Marketing initiatives on ProductLAB community and LinkedIn.
2. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall include all written, electronic, or oral information, data, materials, and knowledge disclosed by the Disclosing Party to the Receiving Party, including but not limited to:
3. Obligations of Receiving Party
The Receiving Party agrees to:
a) Not use the Confidential Information for any purpose other than for the Project.
b) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
c) Take all necessary measures to prevent unauthorized disclosure or use of the Confidential Information.
d) Notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information.
4. Exclusions from Confidential Information
Confidential Information does not include information that:
a) Is or becomes publicly known through no breach of this Agreement by the Receiving Party.
b) Is received from a third party without breach of any obligation of confidentiality.
c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
d) Is required to be disclosed by law or by a governmental authority, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement prior to disclosure and assists in obtaining an order protecting the information from public disclosure.
5. Return of Materials
Upon termination of the Project or upon the request of the Disclosing Party, the Receiving Party agrees to promptly return all materials, documents, and other tangible manifestations of the Confidential Information, or certify in writing that all such materials have been destroyed.
6. No License
Nothing in this Agreement shall be construed as granting any rights under any patent, copyright, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information, except as expressly set forth herein.
7. Term
This Agreement shall commence on the date first written above and shall continue in effect until terminated by either party upon thirty (30) days written notice to the other party. However, the Receiving Party's obligations with respect to the Confidential Information shall survive the termination of this Agreement.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Germany, Berlin, without regard to its conflict of laws principles.
9. Miscellaneous
a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
b) No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties.
c) If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.