Non-Disclosure Agreement¶
No.VIIN.NDA.170824
Note
Last revision: August 17, 2024.
This Non-Disclosure and Non-Compete Agreement is an agreement between Viindoo Technology Joint Stock Company (Viindoo/Service Provider) and the Customer (Service User) for the purpose of protecting the confidentiality of information disclosed by the Disclosing Party to the Receiving Party in connection with the quotation/offer/contract signing/establishment of a partnership and the execution of other transactions during the process of the Receiving Party providing products and services to the Disclosing Party (hereinafter referred to as the “Purpose”). Accordingly, the Parties agree to provide, receive, and protect the confidentiality of information for the aforementioned Purpose based on the following terms and conditions:
1. Definitions¶
Non-Disclosure Agreement: Refers to this Non-Disclosure and Non-Compete Agreement.
Disclosing Party: The party that discloses or provides information that needs to be kept confidential to the other party under this Confidentiality Agreement.
Receiving Party: The party that receives the confidential information from the Disclosing Party.
Confidential Information: Refers to any and all information disclosed by the Disclosing Party and/or its subsidiaries and/or affiliates to the Receiving Party related to the Purpose, including any copies thereof, provided directly or indirectly in any form or format (including, but not limited to, orally, in writing, in printed documents, or on computer drives, tapes, or electronic files, as well as machinery or readable devices), that is designated by the Disclosing Party as Confidential Information or reasonably considered confidential in relation to the disclosure. For the purposes of this Confidentiality Agreement, Confidential Information includes but is not limited to:
Technical information such as specific product types, development descriptions and functions, specification sheets, operational specifications, sketches, diagrams, drawings, and other technical documents, as well as manuals, techniques, technical processes, and other technical know-how.
The current or future rights and legal status information: usage rights, licensing, royalty rates, trademarks, trade secrets, patents, industrial designs, geographical indications, etc., that are registered or may be registered in the future, as well as any other rights.
Information about company strategies, employees, schedules, objectives, project plans, distribution channels, and commercial data, including but not limited to sales and profit figures, particularly any information about contracts signed with third parties.
Information that a Party obtains during the design, configuration, and functionality of machinery, equipment, or their components.
Exclusion Information: The following types of information are not considered Confidential Information and are not subject to this Non-Closure Agreement:
Information that the Receiving Party had obtained prior to being provided by the Disclosing Party.
Information that is or becomes public (displayed on the Disclosing Party’s website or widely disseminated in the media without any restriction or impact on the Disclosing Party’s business) before being disclosed or provided to the Receiving Party.
Information independently developed by the Receiving Party without using any Confidential Information or other information secretly disclosed by the Disclosing Party to any third party.
Information disclosed to the Receiving Party by a third party with written authorization from the Disclosing Party.
Information legally obtained by the Receiving Party without restriction from a third party who has the right to disclose that information.
Information disclosed in response to legal requirements of administrative procedures, courts, or competent state authorities. In such cases, the Receiving Party shall promptly notify the Disclosing Party of these procedures to allow the Disclosing Party the opportunity to defend, limit, or prevent the disclosure of this Confidential Information. The Receiving Party then has the right to disclose the portion of the Confidential Information that is legally required.
2. Use of Confidential Information¶
On the basis of Confidential Information provided by one or more designated personnel from time to time, the Receiving Party irrevocably commits to the Disclosing Party to:
Not disclose or leak any part of the Confidential Information to any third party without prior written consent from the Disclosing Party;
Restrict and limit access to the Confidential Information only to Authorized Persons as described in Section 2.2;
Use the Confidential Information solely for the stated Purposes and not for any other reasons, and ensure that proper procedures are in place to prevent the use of Confidential Information for any other purposes by the Receiving Party, its Authorized Persons, or any third party;
Establish, implement, and maintain necessary conditions and measures to ensure security related to confidentiality and prevent unauthorized access;
Not make any copies, reproductions, or transcriptions, or keep any records containing any Confidential Information without prior written consent from the Disclosing Party;
Arrange for proper and secure storage of Confidential Information in any form, whether written, paper, computer disks, magnetic tapes, or any other format, to ensure its safety and control. Limit the location and use of this Confidential Information to restricted-access areas at the Receiving Party’s premises and store the Confidential Information confidentially in a manner that prevents unauthorized access.
Unless otherwise stipulated in this Non-Closure Agreement, the Receiving Party shall not disclose, communicate, reveal, publish, transmit, or provide Confidential Information to any third party except:
Directors, officers, employees, or representatives of the Receiving Party who need to know the Confidential Information for the Purposes mentioned in this Non-Closure Agreement and who have been informed of its confidential nature; and
Consultants or professional auditing firms engaged by the Receiving Party that need to know the Confidential Information to provide consulting and/or auditing services to the Receiving Party.
(Collectively referred to as “Authorized Persons”)
The Receiving Party hereby agrees that the Authorized Persons are obligated to protect the Disclosing Party’s Confidential Information in a manner consistent with this Non-Closure Agreement and to comply with the provisions of this document. The Receiving Party may disclose some or all of the Confidential Information to Authorized Persons provided that the Receiving Party remains responsible for any disclosure by the Authorized Persons to any other person.
The Receiving Party may disclose Confidential Information to a subsidiary and/or affiliate as necessary to apply and implement the Purposes or any part thereof, subject to the subsidiary and/or affiliate agreeing to comply with equivalent obligations as stipulated in this Non-Closure Agreement.
The Receiving Party shall immediately notify the Disclosing Party of any unauthorized use, disclosure, or misuse by any person of any Confidential Information once the Receiving Party becomes aware of, receives notice of, or learns of such violations.
3. Ownership¶
All rights, ownership, and interests in the Confidential Information disclosed by the Disclosing Party shall remain the exclusive property of the Disclosing Party. The Parties acknowledge and agree that this Non-Closure Agreement shall not be construed as a transfer or sale by the Disclosing Party of any rights, whether by license or otherwise, to the Disclosing Party’s Confidential Information. No license or transfer of any patents, copyrights, trademarks, or trade secrets is made, granted, or implied under this Non-Closure Agreement.
4. Non-competition¶
During the term of this Non-Closure Agreement, neither Party shall, directly or indirectly, use, apply, commercialize, or exploit the Confidential Information, nor use the Confidential Information to engage in any research programs, collaborations, joint ventures, projects, or partnerships with any third party for commercial gain or any other purpose, in any field related or unrelated to the research of the Confidential Information, unless with the written consent of the other Party.
5. Disclaimer of Liability¶
Nothing in this Confidentiality Agreement shall prohibit or limit the Receiving Party’s right to use the Disclosing Party’s ideas, concepts, methods, expressions, know-how, and techniques related to performing the work in accordance with the purpose of this Confidentiality Agreement, including the use of Confidential Information in the course of performing the work, insofar as such use is not solely related to the Confidential Information.
Each Party shall be solely responsible for the accuracy and truthfulness of the Confidential Information provided to the other Party, within the limits of their capabilities, in the event that the provided Confidential Information results in any liability, including compensation for damages to any third party. The provision of this Confidential Information is entirely voluntary, without deception or coercion.
6. Breach of Agreement¶
The Parties acknowledge that the scope of damages in the event of a breach of any provision of this Non-Closure Agreement is difficult or impossible to determine, and therefore, no legal remedy may provide an adequate solution for such breaches. Accordingly, the Receiving Party agrees that in the event of a breach of any provision of this Non-Closure Agreement, the Disclosing Party shall have the right to enforce the Non-Closure Agreement and seek injunctive relief or any other equitable remedy, in addition to any other remedies available by law or equity. These remedies are supplemental and not a replacement for any monetary compensation remedies.
In the event that the Receiving Party or any Authorized Persons breach this Non-Closure Agreement, the Receiving Party shall be liable to compensate the Disclosing Party as determined by a competent court in accordance with the law.
7. Return of Confidential Information¶
Upon request of the Disclosing Party at any time during the term of this Non-Closure Agreement, the Receiving Party shall promptly:
return to the Disclosing Party all items of Confidential Information (including without limitation all originals, copies, electronic files, or other data stored on computer) of the Disclosing Party; and/or
destroy any notes or personal memoranda which include or are based upon such Confidential Information in accordance with the instructions of the Disclosing Party.
In the case of returning the information, the return of Confidential Information shall only be considered complete when confirmed by authorized representatives of both the Disclosing Party and the Receiving Party (either in writing or via email), and the Disclosing Party has no further claims related to this handover.
In the event of destruction, the Receiving Party shall certify in writing to the Disclosing Party within thirty (30) days that such destruction has been accomplished. The Receiving Party shall make no further use of such Confidential Information nor retain such Confidential Information in any form whatsoever.
8. Governing Law and Dispute Resolution¶
This Non-Closure Agreement and the relationship between the two Parties under its terms shall be interpreted and governed by the laws of Vietnam. The Parties agree that the competent People’s Court of Hai Phong shall have jurisdiction to resolve any disputes arising from or related to this Non-Closure Agreement if the Parties cannot resolve the dispute through negotiation or mediation.
9. Severability¶
Each provision of this Confidentiality Agreement is separate and severable. If any provision of this Agreement is deemed invalid, illegal, or unenforceable, the remaining provisions shall not be affected and shall continue to be in full force and effect.
10. Term of Agreement¶
After the Parties have completed the objectives, whether they continue or terminate their cooperation, the provisions of this Non-Closure Agreement related to confidentiality or non-competition shall remain in effect regardless of the reason, unless the Receiving Party receives a written release from the Disclosing Party or the Confidential Information is made public by the Disclosing Party.
11. Non-binding Nature¶
Each Party understands that this Non-Closure Agreement is entered into independently for the purpose of exchanging Confidential Information, and neither Party is obligated to enter into any future business relationship in any capacity. However, this Non-Closure Agreement shall be binding on each Party and considered an integral part of any contracts, appendices, or agreements that the Parties may establish in any future business relationship.
12. Miscellaneous¶
Viindoo reserves the right to amend or supplement the terms of this Agreement at any time without prior notice. Customers are required to comply with the terms in effect at the time they accept these terms.
This Non-Closure Agreement replaces and nullifies all previous agreements and memorandums, if any, between the Parties related to the subject matter of this Non-Closure Agreement, whether written or oral.
No provision in this Non-ClosureAgreement shall constitute a partnership, establish a principal-agent relationship, or create any similar relationship between the Parties.
Neither Party is permitted to transfer or assign any or all of its rights and obligations under this Non-Closure Agreement without the prior written consent of the other Party.
This Non-Closure and Non-Competition Agreement is effective from August 17, 2024.