MUTUAL NON-DISCLOSURE AGREEMENT
(the "Purpose"), , acting for its CTO Office ("Airbus"), and the individual or organization identified below ("You") agree to this Mutual Non-Disclosure Agreement ("NDA") as follows, and acknowledge that any exchange of information related to the Purpose shall be governed by this NDA.
- Confidential Information. You or Airbus, or any of your or Airbus Group Companies as defined below ("Discloser") may disclose to the other party, or any of its Group Companies ("Recipient") certain information that is marked confidential or proprietary at the time of disclosure, or that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary ("Confidential Information"). For the purposes of this NDA, "Group Company" means Airbus SE or any entity where Airbus SE or Partner directly or indirectly own more than 50% of the voting rights or the right to appoint the majority of the directors of the board.
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Undertakings. Each party will: (i) take reasonable measures to protect the Discloser’s Confidential Information, using at least those measures it takes to protect its own confidential information; (ii) not use any Confidential Information except for the Purpose of this NDA; (iii) not disclose Confidential Information to any third parties except to its employees or employees of its Group Companies on a need-to-know basis, and as long as such parties are bound by restrictions at least as protective of Discloser’s Confidential Information as this NDA; and (iv) not export or disclose any Confidential Information in violation of applicable export control restrictions. Each party is liable for any failure of its Group Companies to abide by the provisions of this NDA as if such failure was the act or omission of such party. Recipient may disclose Discloser’s Confidential Information in the event of a statutory, judicial or other obligation of a mandatory nature if it (i) gives reasonable advance notice (to the extent permitted under law) so that Discloser can seek to prevent or limit such disclosure; and (ii) takes reasonable and lawful actions to minimize the extent of the disclosure.
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Exceptions. Confidential Information does not include information that: (i) is or becomes generally known or publicly available through no fault of Recipient; (ii) was known, without restriction, by Recipient before receiving it from Discloser; (iii) is received from a third party who is allowed to provide it without restriction as to use or disclosure; (iv) is independently developed without reliance on any Confidential Information of Discloser; or (v) is of a general nature and retained in the unaided memory of Recipient or its employees, without intentionally memorizing it and without making any reference to Discloser's Confidential Information.
- No Licenses. Neither party acquires any rights under this NDA, except for the limited right to use Confidential Information for the Purpose of this NDA.
- As Is Provision. All Confidential Information is provided "as is", and without warranty of any kind.
- No Contracting Obligation. Nothing in this NDA obligates either party to proceed with any business transaction.
- Term. Following completion and submission of this form by You, the term of this NDA begins on the date when You receive a confirmation email from Airbus that the NDA has been concluded. The NDA continues in effect until either party terminates it with 30 days' written notice. At the end of the term, or on Discloser’s earlier request, Recipient will not further access, use, or disclose Discloser's Confidential Information. Unless otherwise agreed in writing, obligations with respect to any given item of Confidential Information continue for 3 years after its last disclosure.
- Dispute Resolution. This NDA will be governed by the laws of Germany (excluding its conflicts of law rules). In the event of any dispute arising out of or in connection with the Purpose of this NDA, the parties will first endeavour to resolve such dispute amicably within thirty (30) days after the date of the notification by one party of such dispute to the other party. Should the parties fail to do so, then such dispute shall be determined and settled by arbitration under the current Rules of Arbitration of the International Chamber of Commerce. The number of arbitrators shall be three (3). The place of arbitration shall be Munich, Germany. The language to be used in the arbitral proceedings shall be English. The arbitration award shall be final and binding on the parties. Each party may seek injunctive relief in any court of competent jurisdiction against improper use or disclosure of Confidential Information.
- Miscellaneous. This NDA is the complete and exclusive understanding, and supersedes all prior agreements and understandings regarding the Purpose. This NDA cannot be modified except by a written agreement of the parties. Failure to enforce any provision of this NDA is not a waiver. Neither party may assign this NDA without the other party's prior written consent. This NDA does not create any joint venture or partnership relationship, or benefit any third parties, but binds the parties and their successors and assigns.
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