Ufa, Bashkortostan, Russia
April 26, 2020
The limited liability Сompany "Green Ray Ltd"
(LLC "Green Ray Ltd"), hereinafter referred to as the "Company 1", represented by General Director Gulshat Akhmadeeva, acting on the basis of the Charter, on the one hand, and________________________________________________________________________________________
(______________________________), hereinafter referred to as the "Company 2", represented by ________________________________________________________________, acting on the basis of the _______________________, on the other hand, hereinafter referred to as "Parties", each individually referred to as "Party", have entered into this Agreement as follows:
1. The Parties in connection with the joint decision to cooperate on issues and activities that will be described in the Annexes to this Agreement, in connection with the upcoming conclusion of contracts, undertake to provide each other and non-disclosure of information constituting a trade secret, and other confidential information of the Parties (hereinafter - Confidential Information), in accordance with the terms of this Agreement.
2. Terms used in this Agreement have the following meanings:
- Commercial Secret - information of any nature (industrial, technical, economic, organizational, and other), including the results of intellectual activity in the scientific and technical sphere, as well as information about methods of professional activity that have actual or potential commercial value due to their unknown to third parties, to which third parties do not have free access on a legal basis and in respect of which the owner of such information has introduced a Commercial Secret regime.
- Confidential Information – information of any nature, burdened with the requirement to transfer information to third parties without the consent of its owner.
- Personal Data – any information related directly or indirectly to a specific or identifiable individual (subject of personal data).
- Information Carrier – material objects, as well as non-material objects in which confidential information is displayed in the form of symbols, signs, photo and video images, technical solutions, regardless of the type of data carrier on which the information is recorded.
- Confidentiality Stamp – a detail accompanying the information carrier that indicates that the owner of the information (hereinafter referred to as the Transmitting Party) enters a commercial secret or confidentiality regime when transmitting information to another Party (hereinafter referred to as the Receiving Party).
- Disclosure of Confidential Information – an action or omission that results in Confidential Information in any possible form (oral, written, or other form, including using technical means) becoming known to third parties without the consent of the owner of such information.
3. Confidentiality Stamp
Information Carrier of one of the Parties that constitutes a trade secret or other confidential information shall be marked with a confidentiality stamp in any form by the Transmitting Party:
- "Commercial Information __________ (name of the Party)", or
- "Confidential ______________________ (name of the Party)".
4. In order to fulfill the subject matter of this Agreement, the Parties undertake:
4.1. Transmit Confidential Information Carriers with a cover letter or register the fact of transfer with an act of acceptance and transfer signed by their authorized representatives.
4.2. Within a reasonable time notify each other in writing about the persons authorized to receive and transmit Confidential Information.
4.3. Transfer of Confidential Information by any means of communication, including:
- by registered mail, using Express mail, courier or special communication;
- by authorized employees of the Parties (courier);
- by electronic means of communication in analog or digital form.
4.4. Not transmit Confidential Information to each other over open communication channels, including via Fax and the Internet, without taking appropriate measures to protect Confidential Information.
4.5.To protect the Confidential Information of the other Party, ensuring its safety (non-disclosure).
4.6. Use Confidential Information strictly for the purposes provided for in Paragraph 1 of this Agreement. At the same time, do not sell, exchange, publish or disclose information in any other way, including by copying, reproducing or using electronic media, without the prior written consent of the Transmitting Party, except in cases where the Receiving Party is required to transfer this Confidential Information to State authorities, other State bodies, or local self-government bodies in accordance with applicable law. In this case, prior to the direct transfer of Confidential Information, the Receiving Party is obliged to send the Transmitting Party a corresponding Notification.
4.7. The Receiving Party undertakes to ensure that Confidential Information is not disclosed to third parties through its employees and officials, who are informed of the Transmitting Party's Confidential Information.
4.8.Handle Confidential Information of the Transmitting Party and its carriers in accordance with the requirements of internal regulations and documents of each Party that do not allow disclosure of Confidential Information.
4.9.Processing transmitted by Parties of Personal Data is subject to the requirements of the legislation of the Russian Federation and provisions of internal regulations and documents of the Parties, governing the processing of Personal Data and Confidential Information.
4.10.To inform each other immediately about cases of disclosure of Confidential Information, organize an investigation of these facts.
When investigating the facts of disclosure of Confidential Information, the Parties have the right to send each other specialists in the field of information protection by mutual agreement.
Payment of expenses related to the secondment of such specialists is made by the Party that allowed the disclosure of Confidential Information.
The Receiving Party that allowed the disclosure of Confidential Information shall compensate the Transmitting Party for losses incurred in connection with the disclosure of Confidential Information.
4.11.The Parties shall inform each other within 5 (five) working days after signing this Agreement of the details of the employees of each Party responsible for receiving and transmitting, monitoring compliance with the procedure for using and storing Confidential Information transmitted by the Parties to each other in accordance with the terms of this Agreement.
5. The Transmitting Party remains the owner of the transferred Confidential Information. The Transmitting Party may require the recipient to return all Information Carriers of Confidential Information to It at any time by sending a written notification to the Receiving Party.
6. Any information, including Confidential Information, transmitted by the Parties to each other at corporate e-mail addresses, has legal validity.
7. Well-Known information and other information, access to which is not restricted, is considered by the Parties to be publicly available information and is not subject to this Agreement.
8. This Agreement shall be interpreted and regulated in accordance with the legislation of the Russian Federation.
- Federal law of 29.07.2004 № 98-FZ "On Commercial Secret";
- Federal law of 27.07.2006 № 149-FZ "About information, information technologies and information protection".
9. Any amendments, changes and additions to this Agreement shall only be effective if they are made in writing and signed by authorized representatives of each of the Parties.
10. This Agreement shall enter into force from the date of its signing by the Parties and shall remain in force until the date of termination of the agreements specified in Paragraph 1 of this Agreement.
11. Confidential Information received by the Parties is not subject to disclosure within 5 (five) years from the date of termination of the contracts specified in Paragraph 1 of this Agreement.
12. This Agreement is made in two copies that have the same legal force, one copy for each of the Parties.
LLC "Green Ray Ltd"
+7 (987) 252-84-22
Adress: 450015, Russia, Republic of Bashkortostan,
Ufa, Zapototskogo str., 48-36