SIM Terms and Condition – Representation and Confidentiality

 

This Terms and Conditions precedes signing potential Agreement on Cooperation with defined scope of work and conditions of cooperation. Validity of this agreement shall stay in power for the term of the Agreement on Cooperation (AoC), with the possibility of extension in direct relation to AoC.

 

If partnering parties:

Signing Party – Legal or private entity accepting this Terms and Conditions provided by Swotted Investment Managers (SIM) for business representation in geographical area defined with this document,

 

Swotted Investment Managers (“SIM”) – Exclusive representative of Signing Party in geographical area defined with this document.

 

In the event that it does not comes to signing the AoC, the term of this legal document validity and its terms and conditions will stay in power for 6 months after the day of signing of this document.

 

By signing this legal binding document, Signing Party agrees to give sole representation rights to Swotted Investment Managers, and agrees not to enter in any business of buying, selling or starting any business in the named region, individually or by using third party without giving first right to SIM.

 

For the purpose of Confidentiality Terms and Conditions parties signing this Terms and Conditions are defined as Receiving or Disclosing Party in relation to the exchange of information flow, what same is applicable to SIM. Confidentiality conditions are valid until the moment both parties sign annex to this agreement defining disclosing conditions.

 

 

 

 

 

1.3          The parties wish to record the terms and conditions upon which each shall disclose confidential information to the other, which terms and conditions shall constitute a binding and enforceable agreement between the parties and their agents.

 

1.4          This agreement shall also bind the parties, notwithstanding the date of the signature hereof, in the event that either party shall have disclosed any confidential information to the other party prior to the date of signature hereof.

 

1.5          For the purposes of this agreement, the party which discloses confidential information shall be referred to as the ‘Disclosing Party‘ and the party which receives the confidential information shall be referred to as the ‘Receiving Party‘.

 

  1. The Confidential Information

 

2.1          “Confidential Information” means all information disclosed by the parties that may reasonably be regarded as confidential, being information not in the public domain, whether such information is oral or written, recorded or stored by electronic, magnetic, electro-magnetic or other form or process, or otherwise in a machine readable form, translated from the original form, recompiled, made into a compilation, wholly or partially copied, modified, updated or otherwise altered, originated or obtained by, or coming into the possession, custody, control or knowledge of the parties, including but without being limited to all technical data, research and development information; know-how, Trade Secrets, designs, models, processes, formulae and techniques; business and product development plans; budgets, prices, costs and financial projections or financial information; and the fact that the Discussions have been entered into, the nature and /or progress of the Discussions and any other details relating to the Discussions.

2.2. Trade Secrets” mean any information belonging to the parties (including but not limited to technical or non-technical data, formulae, models, compilations, programmes, devices methods, techniques, diagrams, processes, financial plans, product plans, business connections or lists of actual or potential clients or business connections) which derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

  1. Disclosure of Confidential Information

 

3.1          The Disclosing Party shall only disclose the Confidential Information to the Receiving Party to the extent deemed necessary or desirable by the Disclosing Party at its discretion.

 

3.2          The Receiving Party acknowledges that the Confidential Information is a valuable, special and unique asset proprietary to the Disclosing Party.

 

3.3          The Receiving Party agrees that it will not, during or after the course of their relationship and/or the term of this agreement, disclose the Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this agreement. For avoidance of doubt, in this agreement ‘Third Party‘ means any party other than the Parties to this agreement (their holding and subsidiary companies or agents who shall be bound by the provisions of this agreement).

 

3.4          The Receiving Party undertakes to use all reasonable endeavours to ensure that its employees, officers and agents keep confidential the information disclosed to it by the Disclosing Party, whether disclosed before or after the date of signature of this agreement.

 

3.5          Notwithstanding anything to the contrary contained in this agreement, the parties agree that the Confidential Information may be disclosed by the Receiving Party to its professional advisors on a need-to-know basis; provided that that party takes whatever steps are necessary to procure that such professional advisors agree to abide by the terms of this agreement to prevent the unauthorised disclosure of the Confidential Information to Third Parties. For purposes of this clause, the Receiving Party’s professional advisors and employees, directors or managers shall be deemed to be acting, in the event of a breach, as that party’s duly authorised agents.

 

3.6          The Receiving Party agrees;

 

3.6.1                       not to utilise, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this agreement for any purpose whatsoever without the prior written consent of the Disclosing Party;

 

3.6.2                      that the unauthorised disclosure of the Confidential Information to a Third Party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this agreement.

 

  1. Title

 

4.1          All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party;

 

4.1.1                      to be proprietary to the Disclosing Party;

 

4.1.2                       not to confer rights to the Receiving Party of whatever nature in the Confidential Information.

 

  1. Restrictions on disclosure and use of the Confidential Information

 

5.1          The Receiving Party undertakes not to use the Confidential Information for any purpose other than:

 

5.1.1                      that for which it is disclosed; and

 

5.1.2                      in accordance with the provisions of this agreement or any other following agreement signed by the contracting parties.

 

  1. Standard of Care

 

6.1          The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this agreement using the same standard of care that the Receiving Party applies to safeguard its own proprietary, secret or Confidential Information and that the information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof.

 

  1. Return of material containing or pertaining to the Confidential Information

 

7.1          The Disclosing Party may, at any time, request the Receiving Party to return any material containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this agreement and may, in addition, request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material.

 

7.2          As an alternative to the return of the material contemplated in clause 7.1, the Receiving Party shall, at the instance of the Disclosing Party, destroy such material and furnish the disclosing party with a written statement to the effect that all such material has been destroyed.

 

7.3          The Receiving Party shall comply with a request in terms of this clause 7 within 5 days of receipt of such a request.

 

  1. Excluded Confidential Information

 

8.1          The obligations of the Receiving Party pursuant to the provisions of this agreement shall not apply to Confidential Information that:

 

8.1.1                       is known to, or in the possession of the Receiving Party prior to the disclosure thereof by the Disclosing Party;

 

8.1.2                      is or becomes publicly known, otherwise than as a result of a breach of this agreement by the Receiving Party;

 

8.1.3                      is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this agreement;

 

8.1.4                      is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such information to the greatest extent possible in the circumstances;

 

8.1.5                      is disclosed to a Third Party pursuant to the prior written authorisation of the Disclosing Party;

 

8.1.6                      is received from a Third Party in circumstances that do not result in a breach of the provisions of this agreement.

 

  1. Term

 

9.1          This agreement shall commence upon the date of signature of the last signing party hereto and shall endure and shall apply to either party as long as any Confidential Information remains in their possession, notwithstanding that Discussions may have terminated, or be in abeyance and notwithstanding that the Potential Agreement may not be concluded or having been concluded, having terminated.

 

  1. Miscellaneous legal terms

 

10.1        Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement.

 

10.2        No amendment, interpretation or waiver of any of the provision of this agreement shall be effective unless reduced in writing and signed by both parties.

 

10.3        The failure of the Disclosing Party to enforce or to require the performance at any time of any of the provisions of the agreement and any latitude or other indulgence shall not be construed as a waiver of such provision, and shall not affect either the validity of this agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this agreement.

 

10.4        The headings of the clauses of this agreement are used for convenience only and shall not effect the meaning or construction of the contents of this agreement.

 

10.5        The Receiving Party represents that it has authority to enter into this agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this agreement and that this agreement has been duly authorised by all necessary actions of its directors and constitutes valid and binding obligations on it in accordance with the terms of this agreement.

 

10.6        This agreement contains the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior agreements between the parties, whether written or oral, with respect to the subject matter of this agreement.

 

10.7        This agreement and the relationship of the parties in connection with the subject matter of this agreement and each other shall be governed and determined in accordance with the laws of the Bosnia and Herzegovina or some other country determined under article 10.9.

 

10.8       In the event of anyone or more of the provisions of this agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, and this agreement shall be construed as if such invalid, illegal or unenforceable provision was not a part of this agreement, and the agreement shall be carried out as nearly as possible in accordance with its original terms and intent.

 

 

 

 

 

10.8       Governing law if different than in article 10.8, governing law _______________ ________.

 

 

 

“Signing Party”

 

Full Name & Surname _______________________________

 

Legal Entity _________________________________________

 

Company Stamp ___________________________________