NON-DISCLOSURE AGREEMENT

This NonDisclosure Agreement (Hereinafter referred to as the “Agreement”) is made effective as of (the “Effective Date”), by and between “”, a limited liability company, having its registered office at , hereby duly represented by its General Manager, acting with full corporate authority and with full legal responsibility , (Hereinafter referred to as “Disclosing Party”) and
________ company, having its registered office at_________________, hereby duly represented by its CEO acting with full corporate authority and with full legal responsibility, __________ __(Hereinafter referred to as “Receiving Party”). Each of the Disclosing Party and the Receiving Party also referred to as a “Party and both of them as the “Parties” hereto agree as follows:

1. PURPOSE.

This Agreement sets out the terms under which the Parties will mutually disclose confidential information.

2. CONFIDENTIAL INFORMATION.

2.1. For the purpose of this Agreement, the term “Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party, in oral, written or electronic form, including technological and technical information, commercial (financial) data, organizational matters and other data relating to the trade business of Disclosing Party which has the valid or potential commercial value by virtue of its uncertainty to third parties, information to which there is no free and legal approach, including know-how and trade secrets in any possible form.

2.2. Confidential information includes any documents and copies made on the basis of original documents which contain the Confidential Information.

2.3. For the purpose of this Agreement, Information shall not be deemed Confidential Information and the receiving Party shall have no obligation with respect to any information which:

2.3.1. was publicly known prior to the time of disclosure or became available to the public without breach of this Agreement;

2.3.2. was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party;

2.3.3. was disclosed by the Disclosing Party to the third party without setting out any limitation on its further disclosure or use;

2.3.4. was known by the Receiving Party or obtained from a third party without a breach of such third party’s obligations of confidentiality.

3. USE OF CONFIDENTIAL INFORMATION..

3.1. The Receiving Party agrees to use the Confidential Information solely for the purposes of service and will take all the necessary measures to protect it from unauthorized access, distribution and use. Such measures shall be at least the equivalent of measures which the Disclosing Party uses to protect the Confidential Information, including:

3.1.1. The Receiving Party shall ensure that the parties to whom it provides access to any of the Confidential Information will accept the equivalent obligations to nondisclosure as provided under this Agreement;

3.1.2. The Receiving Party shall never, without the prior written consent of the Disclosing Party, make the Confidential Information accessible to third parties, or be publicly or in any other way disclosed, except as otherwise provided by the laws of the Russian Federation;

3.1.4. The Receiving Party shall comply with any reasonable requirements for the use of the Confidential Information;

3.1.5. The Receiving Party shall not use the Confidential Information for its own purposes or benefit;

3.1.6. The Receiving Party shall immediately return to the Disclosing Party all documents including any Confidential Information and all copies of such documents at such time as the Disclosing Party may so request;

3.1.7. The Receiving Party shall notify the Disclosing Party immediately upon the discovery of any unauthorized use or disclosure of Confidential Information.

3.2. The Receiving Party has the right to make copies of documents containing the Confidential Information or make up its own documents on the basis or with use of such Confidential Information without breach of the obligations provided under this Agreement.

3.3. The Receiving Party has the right to publish references to the project and general information about the project in its portfolio without disclosure of project’s Confidential Information.


4. CONFIDENTIALITY PERIOD.

4.1. This Agreement becomes effective from the moment of its signing by both Parties and shall be valid for a period of five (5) years from the moment of signing this Agreement.

4.2. Each of the Parties may terminate this Agreement by giving thirty (30) days prior written notice. Termination of this Agreement shall not, however, affect the rights and obligations hereunder with respect to Confidential Information, which will continue for a period of five (5) years from the moment of signing this Agreement.

5. FINAL PROVISIONS.

5.1. The Receiving Party shall be responsible for the disclosure (intended or unintended) of the Confidential Information received from the Disclosing Party. In the event that The Receiving Party does not take the appropriate measures to mitigate or minimize the effect of the Confidential Information disclosure as soon as possible, The Receiving Party shall be responsible for it.

5.2. The Party that discloses the Confidential Information shall take all reasonable measures to mitigate any effect of such disclosure.

5.3. Both Parties shall make their best efforts to resolve any disputes arising out of or in connection with this Agreement through negotiation. Disputes between the Parties shall be resolved in the Arbitration Court in the plaintiff’s location.


5.4. In the event any of the terms or conditions of this Agreement is impracticable, the Parties or the Court (In case a dispute arises between the Parties) shall replace it by the practicable condition. In case it is impossible to replace it, the remaining portion of the Agreement shall remain in full force.

5.5. The Disclosing Party agrees not to have any contractual relationship with employees of The Receiving Party for a period of three years.

5.6. Facsimile and scanned copy shall be binding as originals.

5.7. This Agreement is executed by the Parties in two counterparts being equally valid, with one original copy for each of both Partiesrespective duly authorized representatives.

Application1 for the non-disclosure agreement

dated__________________ №1

  1. The source code, design and structure of the computer program, databases and other source materials used to create and develop a software product.
  2. Instructions for compiling and compiling the code, non-standard parameters and unique features description, specifications for the API, user settings, and diagnostic tests.
  3. Information for both created and designed objects of intellectual property.
  4. Any information and data transmitted in any way about the goals and objectives, prospective research programs.
  5. Objectives and methods of research work.
  6. Inventions, scientific, technical, design and technological solutions used in the development and creation of software by the Company, created and (or) designed during the development of software on the instructions of the Company.
  7. Inventions, new ideas and know-how created and developed by order of the Company and in its interests, including the results of intellectual activity (but not limited to), transmitted to the Company under copyright contracts.
  8. Any information and information transmitted in any way about the software developed by the Company, including its goals, competitiveness, writing method, interface, and algorithm.
  9. The results of the development and creation by the Company of computer software, programs for electronic computers, including software source codes, finished versions of programs, tangible storage media and any other information related to software created on behalf of the Company.
  10. Any information and information transmitted in any way about the work on the invention, including program titles, block of operators and block of descriptions (but not limited to them).
  11. Any information and information transmitted in any way about server solutions and methods of storage and security of information and inventions in the Company.
  12. Any information and information transmitted in any way about the method of protecting information and inventions in the Company.
  13. Any information and information transmitted in any way about software and computer software used in the Company.
  14. Any information and information transmitted in any way about the features of the design and technological, artistic and technical solutions of the software product, giving a positive economic effect.
  15. Any information and information transmitted in any way about new developments that have not been published in the media.
  16. The content of databases of information systems used in the Company.
  17. The contents of hard drives and other storage media used in the Company.
  18. Technological advances that provide competitive advantages.
  19. Any information and data transmitted in any way about applied and promising technologies, technological processes, techniques and equipment.
  20. Any information and data transmitted in any way about the modification and modernization of previously known technologies, processes and equipment.
  21. Data on the specifics of the application of certain technological processes.
  22. Ways to exchange information between employees of the Company and information transmitted through them.
  23. Any requirements for information systems of any kind as verbally, in chat, in letter, etc.
  24. Any access to information systems, including servers, logins and passwords from third-party services used in information systems
  25. Information about errors (bugs) in programs/applications, problems with information security, about problems with network load.
  26. Systematic information about domestic and foreign partners, customers, contractors, suppliers, customers, consumers, partners, sponsors, intermediaries, about other business relations of the Company, as well as about its competitors that are not contained in open catalogs, directories, etc.
  27. Information about planned meetings with potential partners, contractors, etc.
  28. The actual state of settlements with various partners, contractors.
  29. Commercial relations.
  30. Counterparty cards.
  31. Information about the financial condition, reputation or other data characterizing the degree of reliability of a foreign company or its representatives as a partner, counterparty, as well as about their competitors.
  32. Any information and information transmitted in any way about foreign commercial partners.
  33. Strategies, templates, portfolios for customers/counterparties, projects and completed work of the Company.
  34. Terms, texts of contracts of intent, commercial contracts, payments and services.
  35. The state of affairs under a particular agreement (contract).
  36. Information on the credit, trading, settlement and other obligations of the Company arising from the agreements concluded by the Company and the current legislation of the Russian Federation.
  37. Information on the content of civil contracts concluded by the Company, on the progress of their implementation.
  38. Information, terms and conditions.
  39. Information on the execution of contracts (contracts).
  40. Information regarding the personal data of employees: home addresses, phone numbers, places of work and telephones of relatives, family members, passport data, as well as other information stipulated by the regulation on the protection of personal data of the Company.