2. Recipient undertakes:
To hold the Confidentiality Information in strict confidence and agrees that it in the
handling and storage of the Confidentiality Information will employ controls, protections
and safeguards at least as stringent as Recipient would employ in the handling and storage
of its own proprietary data and information,
Not to use any Confidential Information for any purpose other than the purpose
referred to in the preamble above.
Not to disclose any part of the Confidential Information to any person, legal
or natural, without the prior written consent of Disclosing Party, except:
i. To those employees, officers and directors of the Recipient
and its Affiliates who reasonably require the same, and/or
ii. To such of Recipient's consultants who need to have access to the same.
Recipient undertakes that each such consultant, prior to Recipient's disclosure,
undertakes to go through the same process of agreeing to the confidentiality obligations
at least as restrictive as herein contained, and Recipient shall thereafter take all
reasonable precautions to observe that such consultants comply with the obligations provided therein,
iii. To such competent authorities, courts or any relevant pursuant to
applicable law, order, decree regulation or rule in which case written notice
shall be given to Disclosing Party prior to such disclosure.
3. This Agreement shall not apply to information which;
a) At the time of entering into this Agreement is lawfully in the possession of Recipient,
b) Subsequently and lawfully comes into Recipient's possession,
c) Is independently developed by Recipient and not based on the Confidential Information,
d) At the time of entering into this Agreement is in the public domain or thereafter
comes into the public domain other than by breach of this Agreement.
4. If no acquisition of equipment with a Production License is made hereunder,
then upon Habitech International written request the recipient shall destroy all
tangible or electronic Confidential Information including any copies thereof in any format,
tracings, notes and extracts of such information. This obligation shall not apply to Confidential
Information which pursuant to applicable law, order, decree, regulation or rule may not be returned
or destroyed or Confidential Information contained in any material prepared for or by the supervisory
bodies of the Recipient or its Affiliates, provided, however, that the obligations in Article 2 remain.
5. Whilst Habitech International discloses the Confidential Information in good faith it
makes no representation or warranty as to the accuracy, interpretation or completeness of any
of the Confidential Information so disclosed. Any use or reliance upon the Confidential
Information by Recipient shall be at the sole risk of Recipient.
6. The Parties also agree that this Agreement and the related discussions
concerning a potential purchase of equipment and Production License(s) shall be held strictly confidential.
7. Recipient shall be responsible for any breach of any of the terms and conditions as set
out in this Agreement by it and their directors and employees and by its Affiliates and their
directors and employees and shall indemnify the Disclosing Party against any costs or damages
arising from any such breach.
8. The Parties agree that this Agreement shall remain in full force and
effect from the date hereof for 5 years.
9. In the event of a dispute concerning any aspect of this agreement including
breach or alleged breach thereof, the parties agree to have the dispute determined
under the most recent version of the Rules of Arbitration of the International
Chamber of Commerce (ICC) Paris, France or, alternatively at the option of the party
who initiates it before the courts.
The spirit and essence behind this agreement is one of mutual trust,
confidence and reliance upon each party to do what is fair and honorable.
