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LICENSE
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CONFIDENTIALITY AGREEMENT
Anyone accessing this repository is bound to the confidentiality agreement signed with Factiverse AS.
All intellectual property rights and copyrights are owned by Factiverse AS.
(the “Agreement”)
between
Factiverse AS (org. no. 924 421 312)
and
Name (personal. no.)
in the following jointly referred to as the Parties.
1 Background
The Parties have indicated an interest in receiving Confidential Information (defined below) for the purpose of [insert] (hereinafter the “Business Purpose”).
2 Confidential Information means:
(a) information relating to the existence of this Agreement between the Parties, who the Agreement include and any correspondence between the Parties in connection with the Agreement, except from information obvious official due to the purpose of this Agreement;
(b) information of whatever nature (including written, oral, electronic or visual) disclosed to the other Party concerning the Party's business, facilities, products, technology, including its corrections, modifications and new releases, know-how and processes; and
(c) documents, electronic files, analyses, compilations, studies or notes prepared by one of the Parties, their employees or advisors which contain or are derived from any of the information described in subparagraph (b) above.
Further specifications of the Confidential Information may be set out in an Appendix 1 hereto, if agreed between the Parties.
3 Confidential Information does not include information which:
(a) is generally available to the public otherwise than by a breach of this Agreement;
(b) was already known to the receiving Party at the time of disclosure;
(c) the Parties agree in writing is not Confidential Information; and
(d) is subsequently legally obtained from a third party without the requirement for confidentiality obligations similar to those required hereunder.
4 Each of the Parties undertakes:
(a) not to disclose the Confidential Information to any person unless this Agreement allows the Parties to do so;
(b) to ensure that the Confidential Information and any copies thereof are protected from unauthorized access in a manner at least equal to that used by the Party to safeguard its own confidential information;
(c) not to produce any copies, if the Confidential Information is a physical object;
(d) not to reproduce and translate the code (“decompile”), or otherwise adapt, or modify the software provided by the other Party; and
(e) to only use the Confidential Information for the sole purpose of this Agreement.
5 Disclosure of Confidential Information
The Parties may disclose all or parts of the Confidential Information to those of the Party’s employees and advisors who need to know the Confidential Information for the purposes of this Agreement.
The Parties will inform any person to whom Confidential Information is disclosed that the information given is confidential, and if the receiver is an external advisor, ensure that such external advisor in writing accept to be bound by an obligation of confidentiality on terms sufficient to ensure compliance with this Agreement.
The Parties may also disclose Confidential Information if required to do so by law, court decision, regulatory authorities or applicable stock exchange regulations. Prior to such disclosure the Party required to make disclosure undertakes to, to the extent lawful and practically possible:
(a) inform the other Party of the information that will be disclosed;
(b) provide the other Party with evidence indicating that the disclosure is necessary;
(c) gain assurances as to confidentiality from the body to whom the disclosure is to be made; and
consult the other Party as to the steps to be taken to avoid or limit the disclosure.
The Parties will inform each other immediately if they become aware or suspect that Confidential Information has been disclosed to unauthorized person(s).
6 No Transferring of Proprietary Rights or Intellectual Property Rights
The receiving Party acknowledges that the disclosing Party retains proprietary rights and intellectual property rights in the Confidential Information disclosed to the receiving Party, and that the disclosure of such Confidential Information shall not be deemed to confer upon the receiving Party any rights or intellectual property rights whatsoever in respect of any part thereof.
7 Return or destruction of Confidential Information
Upon termination of this Agreement, the receiving Party agrees that it will, as soon as possible, upon written request by the other party:
(a) Return to the disclosing Party or destroy the Confidential Information supplied by the disclosing Party in a secure manner as agreed with the disclosing party;
(b) Destroy or permanently erase and require any person to whom it has disclosed the Confidential Information to destroy or permanently erase any documents, electronic files, analyses, compilations, studies or notes which contain or are derived from the Confidential Information; and
(c) Confirm compliance with this paragraph in writing.
[The obligation to return or destroy Confidential Information shall not apply to Confidential Information which is (i) subject to automatic IT back-up or internal disaster recovery procedures, provided that such Confidential Information shall continue to be treated as Confidential Information as set out in this Agreement , or (ii) Confidential Information which needs to be restored in order to comply with mandatory law or related to legal proceedings.]
8 Representation and warranties
The provisions of this Agreement are made on the basis that no representation or warranty expressed or implied is made or given and no liability accepted by any person whomsoever with respect to completeness or accuracy of the Confidential Information or otherwise representing any warranty or liability in respect of the Confidential Information, trademarks or otherwise.
The parties agree that the provision of Confidential Information hereunder and any discussions held in connection with the Business Purpose shall not prevent either party from pursuing similar or other discussions with third parties.
9 Survival
This Agreement, including its Appendixes (if any), shall remain in force until terminated by one of the Parties by written notice. However, the secrecy obligations and the obligation to respect the other Party’s intellectual property rights set forth in this Agreement shall remain for an unlimited period of time after the termination of the Agreement.
10 Assignment
This Agreement cannot be assigned by any of the Parties without the other Party’s prior written consent.
11 No partnership
Nothing in this Agreement shall be construed as creating a partnership between the Parties or as constituting either Party as the agent of the other Party for any purpose whatsoever and neither Party shall have the authority to bind the other Party or to contract in the name of or create a liability against the other Party in any way for any purpose. No claims for payment of remuneration shall be deemed established under or as a consequence of any work carried out under this Agreement.
12 Legal venue and choice of law
The Agreement is governed by the laws of Norway. If any disputes should arise out of this Agreement, the parties will attempt to resolve all conflicts in a positive atmosphere.
If such negotiations are unsuccessful, the Parties agree to have Stavanger tingrett as legal venue.
Place/date Place/date:
………………………………….. …………………………………..
Vinay Jayarama Setty [student name]
For Factiverse AS