This Agreement is made and entered into between:
Any Client, private person or corporation in Greece or abroad.
INTERTRANSLATIONS S.A. (trade name INTERTRANSLATIONS), a company organized and existing under the laws of Greece, with VAT Number EL095730866 and registered address at El. Venizelou 4, 17676, Kallithea, Athens.
(hereinafter referred to as “Intertranslations”).
The Client and Intertranslations are each hereinafter also referred to as the “Party” and, collectively, as the “Parties”.
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 Intertranslations and/or its Affiliates (hereinafter referred to as the “Project”);
WHEREAS, the Client may in these evaluations, discussions and negotiations disclose to Intertranslations 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.
Wherever used in this Agreement, the following terms shall have the meanings as 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 the Client to Intertranslations under this Agreement. However, the term Confidential Information shall not include any information disclosed by the Client to Intertranslations which: a) as on the Effective Date, or thereafter becomes publicly available other than through an act or negligence of Intertranslations; b) is demonstrably developed at any time by Intertranslations without the 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 to 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 to 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, however 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 the Client, nor Intertranslations, shall be liable for any damage whatsoever in relation to Intertranslations 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 with the 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 the prior written consent of the Client. In the event that the 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 from disclosing Confidential Information if (i) such disclosure is in response to a valid order of a court or any other governmental body with 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 the Client and has made a reasonable effort to protect the Confidential Information in connection with such a disclosure.
5 COPY 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 the 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 the Client’s property. Such instruments or copies thereof shall be promptly returned or destroyed by Intertranslations, at its own costs, upon the Client’s request.
6 NON DISCLOSURE OF NEGOTIATIONS
Except as provided in Article 4, Intertranslations agrees that it will not without the 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 with respect to 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 the 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.
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 the 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 Department of the Athens Chamber of Commerce and Industry in Greece. The Arbitral Tribunal shall be composed of three (3) arbitrators. The place of arbitration shall be in 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 ΤThe 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 proceedings, shall be used solely for the purpose of those proceedings.