INTERTRANSLATIONS CONFIDENTIALITY AGREEMENT

This Agreement is made and entered into between:

Any Client private person or a corporation in Greece or abroad.

and

Michael Xynos Translations MON EPE  (trade name INTERTRANSLATIONS) , a limited company organized and existing under the laws of Greece, with VAT Number EL095730866 and registered address at El. Venizelou 4, 17676 Kallithea.
 (hereinafter referred to as "Intertranslations").

Client and Intertranslations are each hereinafter also referred to as the "Party" and, collectively, as the "Parties".

BACKGROUND

WHEREAS, the Parties are, or will be, evaluating, discussing and negotiating a potential contractual/procurement relationship concerning procurement of any material (components, equipment, parts and merchandises) and/or services provided by the Intertranslations and/or its Affiliates (hereinafter referred to as the "Project");

WHEREAS, Client may in these evaluations, discussions and negotiations disclose to Intertranslations certain Confidential Information (as defined below); and

WHEREAS, the Parties have agreed that disclosure and use of Confidential Information shall be made on the terms and conditions of this Agreement.

NOW, THEREFORE, the Parties agree as follows.

1 DEFINITIONS

Wherever used in this Agreement the following terms shall have the meanings set forth below:

"Affiliate" means any legal entity which, at the time of disclosure to it of any Confidential Information, is directly or indirectly controlling, controlled by or under common control with Intertranslations.

"Agreement" means this Confidentiality Agreement, as it may be amended from time to time pursuant to Article 8.

"Confidential Information" means any information (including, but not limited to, information regarding the marketing or promotion of any product, business plans, policies or practices) disclosed in any form whatsoever (including, but not limited to, disclosure made in writing, orally or visually, electronically or on magnetic or other media, or in the form of samples, models, computer programs or otherwise) by Client to Intertranslations under this Agreement. However, the term Confidential Information shall not include any information disclosed by Client to Intertranslations which: a) is on the Effective Date, or thereafter becomes, publicly available otherwise than through an act or negligence of Intertranslations; b) is demonstrably developed at any time by Intertranslations without use of Confidential Information; or c) is legitimately obtained at any time by Intertranslations from a third party without restrictions in respect of disclosure or use.

"Contemplated Agreement" means any future legally binding agreement between the Parties in respect of the Project.

"Effective Date" means the day this Agreement becomes effective in accordance with Subarticle 8.1 hereof.

"Project" means the project defined under the heading "Background" above.
 
"Purpose" means the evaluations, discussions and negotiations regarding a contractual/procurement relationship between the Parties in respect of the Project.

2 NON DISCLOSURE OF CONFIDENTIAL INFORMATION

2.1 Intertranslations shall not disclose Confidential Information to any third party.

2.2 In addition to the undertaking set out in Subarticle 2.1, Intertranslations shall be liable for: (i) any loss, theft or other inadvertent disclosure of Confidential Information, and (ii) any unauthorized disclosure of Confidential Information by persons (including, but not limited to, present and former employees) or entities to whom Intertranslations under this Agreement has the right to disclose Confidential Information.

3 USE OF CONFIDENTIAL INFORMATION

3.1 Intertranslations is entitled to use Confidential Information, but only for the Purpose.

3.2 The foregoing shall not be deemed to grant to Intertranslations or any Affiliate a license under Client’s copyright, patents or other intellectual property rights.

3.3 Confidential Information provided under this Agreement shall be deemed to be provided “as is” without warranty of any kind and Intertranslations agrees that neither Client, nor its Intertranslationss shall be liable for any damage whatsoever in relation to Intertranslations’s or any Affiliate’s use of Confidential Information.

4 PERMITTED DISCLOSURE OF CONFIDENTIAL INFORMATION

4.1 Intertranslations may disclose Confidential Information to any of its Affiliates, in which event the Affiliate shall be entitled to use the Confidential Information but only to the same extent Intertranslations is permitted to do so under this Agreement. Intertranslations hereby warrants that any Affiliate to which Confidential Information is disclosed will be bound and will abide by the terms of this Agreement.

4.2 Intertranslations shall limit the dissemination of Confidential Information to its employees and Affiliates having a need to receive such information to carry out the Purpose.

4.3 The Parties acknowledge that Intertranslations may disclose Confidential Information only to its consultants, contractors, subcontractors, agents, or similar persons and entities, upon prior written consent of Client. In the event Client gives such consent, Intertranslations warrants that any of its consultants, contractors, subcontractors, agents or such other similar persons and entities to which Confidential Information is disclosed will be bound and will abide by the terms of this Agreement.

4.4 Notwithstanding Subarticle 2.1 hereof, Intertranslations shall not be prevented to disclose Confidential Information if (i) such disclosure is in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or (ii) such disclosure is otherwise required by law, provided that Intertranslations, to the extent possible, has first given prior written notice to Client and made reasonable effort to protect the Confidential Information in connection with such disclosure.

5 COPYING AND RETURN OF FURNISHED INSTRUMENTS

5.1 Intertranslations shall not be entitled to copy samples, models, computer programs, drawings, documents or other instruments furnished by Client hereunder and containing Confidential Information, unless and to the extent it is necessary for the Purpose.

5.2 All samples, models, computer programs, drawings, documents and other instruments furnished hereunder and containing Confidential Information shall remain Client's property. Such instruments or copies thereof shall be promptly returned or destroyed by Intertranslations, at its own costs, upon Client's request.

6 NON DISCLOSURE OF NEGOTIATIONS

Except as provided in Article 4, Intertranslations agrees that it will not without Client’s prior written approval disclose to any third party the fact that the Parties are discussing the Project. The Parties acknowledge that the provisions of this Agreement shall apply in respect of the content of any such discussions. The undertaking set forth in this Article 6 shall survive the term of this Agreement.

7 NON WAIVER

The failure by Client to enforce any provisions of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

8 TERM AND TERMINATION

8.1 This Agreement shall become effective on the day it has been duly signed by both Parties. The provisions of this Agreement shall however apply retroactively to any Confidential Information, which may have been disclosed in connection with discussions and negotiations regarding the Project prior to the Effective Date.

8.2 This Agreement shall remain in force for five (5) years from the Effective Date, except to the extent this Agreement is superseded by stipulations of the Contemplated Agreement.

8.3 If the Contemplated Agreement is concluded or either Party informs the other Party that the Contemplated Agreement will not be concluded, then no further Confidential Information shall be furnished hereunder.

9 AMENDMENTS

 Any amendment to this Agreement shall be agreed in writing by both Parties and shall refer to this Agreement.

10 GOVERNING LAW AND ARBITRATION

10.1               This Agreement shall be governed by and construed in accordance with the substantive laws of Greece, disregarding of any law concerning choice of laws.

10.2 All disputes, differences or questions between the Parties with respect to any matter arising out of or relating to this Agreement shall be finally settled under the Rules of  the Arbitration Institute of the Athens Chamber of Commerce, Greece. The Arbitral Tribunal shall be composed by three (3) arbitrators. The place of arbitration shall be Athens, Greece and the language to be used in the arbitral proceedings shall be Greek.

10.3 The arbitration award shall be final and binding upon the Parties. All awards may if necessary be enforced by any court having jurisdiction in the same manner as a judgment in such court.

10.4 The Parties undertake and agree that all arbitral proceedings conducted under this Article 9 shall be kept strictly confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.