Umowa o zachowaniu poufności
concluded on ……… in ……………………….. , pomiędzy
ROGUM KABLE Spółka z ograniczoną odpowiedzialnością ul. Grunwaldzka 66, 83-000 Pruszcz Gdański, entered into the National Court Register under KRS number 0000010054 NIP 957-00-17-373, REGON 002836560, hereinafter referred to as "ROGUM".
represented by.…………… hereinafter referred to as the "Partner".
hereinafter referred to collectively as „PARTNERS”
- PARTNER undertakes to keep confidential all data, materials, documents and information received or obtained from ROGUM in the course of and in connection with the cooperation ["Confidential Information"].
- The obligation of confidentiality referred to in the previous sentence is binding on the PARTNER also in the event that no cooperation between the PARTNERS takes place and the PARTNER's contacts end at the negotiation stage. In such a case, this obligation includes any confidential information received or obtained by the PARTNER during and during negotiations.
- Confidential information constitutes ROGUM's business secret within the meaning of Article 11 of the Act on Combating Unfair Competition of 16 April 1993.
- For the purposes of this Agreement, Confidential Information shall mean all data, knowledge, materials and information, in particular of economic, organisational, financial, legal nature, provided directly to the PARTNERS, as well as contained in all documents (notes, analyses, studies and interpretations), and in every possible form (oral, written, graphic, electronic).
- Any Information disclosed to the PARTNERS after the date of this Agreement shall be considered confidential.
- The obligation of confidentiality is binding on the PARTNER regardless of whether the PARTNER has received it directly from ROGUM or through its subcontractors or third parties acting on behalf of or at the order of ROGUM, regardless of the medium, method or form of transmission of the Confidential Information.
- The obligation to maintain confidentiality includes, in particular, a ban on making them available to entities and third parties, except for their use by the PARTNER to prepare/negotiate the terms of cooperation with ROGUM, as well as this Agreement.
- The Confidential Information disclosed to PARTNERS remains the sole property of ROGUM.
- The disclosure of Confidential Information to the PARTNERS by ROGUM in no way implies granting the PARTNER any right to possess, disseminate or use it, beyond the limits indicated in this Agreement and the principles of cooperation established by the PARTNERS.
- The PARTNER is obliged to immediately provide ROGUM with all Confidential Information in its possession, if ROGUM so requests.
- Documents containing Confidential Information should be forwarded to an authorised person or sent by courier or registered mail with the indication "to your own hands". Information communicated orally should be supplemented by an appropriate written note
- Confidential information should be properly secured by the PARTNER, in particular to prevent access to Data of unauthorized persons.
- The PARTNER undertakes to inform all persons who, due to the scope of their duties under this Agreement, will have access to Confidential Information, including members of its authorities, employees, subcontractors and co-workers, about their obligations under this Agreement.
- The PARTNER assumes sole responsibility for any consequences of breach of obligations arising from this Agreement by the persons indicated above.
- The obligation to maintain the confidentiality of Confidential Information shall not apply if an absolute obligation to make it available results from the laws generally applicable in the territory of the Republic of Poland, and the entities or persons entitled to do so shall submit a relevant request to the PARTNER.
- The PARTNER is obliged to immediately inform ROGUM about the request referred to in paragraph 1 above. This does not apply to cases when the provision of such information will be prohibited by the provisions of generally applicable law or by a decision of an appropriate, authorized body requesting the provision of Confidential Information.
- The notification of the ROGUM referred to above should be made
if possible before providing Confidential Information to the entity or persons entitled to request it.
- The confidentiality rules set out in this Agreement shall not apply to information, even if it is Confidential Information:
- is generally known at the time of disclosure,
- The PARTNER will take possession of them through a third party, not obliged to maintain confidentiality towards ROGUM (in such a case the PARTNER will be obliged to inform ROGUM immediately, as well as of the type and source of the information, provided that this does not violate other contractual obligations or regulations generally applicable or binding on the PARTNER)
The obligation of confidentiality in the scope of this Agreement shall be binding upon the PARTNERS throughout the duration of their cooperation, as well as any negotiations and indefinitely upon completion or termination of their cooperation.
- The PARTNER undertakes to remedy any damage suffered by ROGUM in connection with the non-performance or improper performance of the provisions of this Agreement.
- If any Confidential Information is disclosed by the PARTNER or persons for whom the PARTNER is responsible, the PARTNER shall pay the Ordering Party a contractual penalty in the amount of .............. PLN for each case of breach of the confidentiality obligation.
- The contractual penalty referred to above shall also apply in the event of failure to comply with the request for the return of Confidential Information referred to in §4.3.
- Reservation of the contractual penalty shall not exclude the Ordering Party's right to claim damages on general terms in the amount transferring the reserved penalty.
- This Agreement shall enter into force on the date of signature by both PARTNERS.
- Any amendments and supplements to this Agreement may be made in writing under pain of nullity.
- This Agreement shall be governed by the law of the Republic of Poland.
- All disputes arising from this Agreement shall be settled amicably by the PARTNERS, and in the event of failure to reach an agreement they shall submit to the competent common court in Gdańsk.
This Agreement is drawn up in duplicate, one copy for each Party.