NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date], by and between Bendata, located in Milan, Italy (the "Disclosing Party"), and [Receiving Party Name], located at [Receiving Party Address] (the "Receiving Party").

 

1. Definition of Confidential Information

(a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, including but not limited to: (i) marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans, and performance results; (ii) product or service plans, and customer or supplier lists; (iii) scientific or technical information, inventions, designs, processes, procedures, formulas, improvements, technologies, or methods; (iv) concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, and trade secrets; (v) any other information that should reasonably be recognized as confidential; and (vi) any information generated by the Receiving Party or its Representatives that contains, reflects, or is derived from any of the foregoing.

(b) Confidential Information does not include information which: (i) was lawfully possessed by the Receiving Party prior to receiving it from the Disclosing Party; (ii) becomes rightfully known by the Receiving Party from a third-party source without obligation of confidentiality; (iii) is or becomes generally known by the public through no fault of the Receiving Party; (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or regulatory authority, provided the Receiving Party gives prompt written notice to the Disclosing Party.

2. Disclosure of Confidential Information

The Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to: (a) limit disclosure of Confidential Information to its directors, officers, employees, agents, or representatives ("Representatives") who need to know such information for the business relationship between the parties; (b) inform its Representatives of the confidential nature of the information and bind them to confidentiality obligations no less stringent than those in this Agreement; (c) protect the confidentiality of the information with at least the same degree of care used to protect its own confidential information; and (d) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

3. Use of Confidential Information

The Receiving Party agrees to use Confidential Information solely for the purpose of the business relationship between the parties. No other rights or licenses to the Confidential Information are granted or implied. Title to the Confidential Information remains solely with the Disclosing Party, and all use of such information by the Receiving Party shall benefit the Disclosing Party.

4. Compelled Disclosure

If the Receiving Party is required to disclose Confidential Information by law or governmental order, it must provide prompt written notice to the Disclosing Party to allow for seeking a protective order or other remedy. If disclosure is required, the Receiving Party will only disclose the minimum amount of information necessary and will cooperate with the Disclosing Party’s efforts to protect the information.

5. Term

This Agreement will remain in effect for two years from the date of execution, with an option for a one-year extension if discussions regarding the business relationship are ongoing. The obligation to maintain the confidentiality of information disclosed during the term shall continue indefinitely.

6. Remedies

Both parties acknowledge that the unauthorized disclosure of Confidential Information would cause irreparable harm to the Disclosing Party. Therefore, the Disclosing Party is entitled to seek injunctive relief in addition to any other legal remedies. In any litigation arising from this Agreement, the prevailing party is entitled to recover its reasonable attorney's fees and expenses.

7. Return of Confidential Information

Upon termination of this Agreement or upon request, the Receiving Party will return or destroy all materials containing Confidential Information and certify such destruction in writing, except as required by the Receiving Party's document retention policies.

8. Notice of Breach

The Receiving Party shall immediately notify the Disclosing Party upon discovering any unauthorized use or disclosure of Confidential Information and cooperate in regaining possession of the information and preventing further unauthorized use.

9. No Binding Agreement for Transaction

This Agreement does not obligate either party to proceed with any business transaction. Both parties reserve the right to terminate discussions at any time. The confidentiality obligations herein will survive any termination or expiration of this Agreement.

10. Warranty

No warranties are made regarding the accuracy or completeness of the Confidential Information. The Disclosing Party shall not be liable for any use of the information or for any errors or omissions therein.

11. Miscellaneous

(a) This Agreement constitutes the entire understanding between the parties regarding Confidential Information and supersedes all prior agreements. Any modifications must be in writing and signed by both parties.

(b) This Agreement is governed by the laws of Italy. Any disputes will be resolved in the courts of Italy, and both parties consent to jurisdiction and venue therein.

(c) Failure to enforce any provision of this Agreement does not constitute a waiver of any provision or right.

(d) If any provision of this Agreement is found to be unenforceable, it will be modified to reflect the parties' intention, and the remaining provisions will remain in effect.

(e) Notices under this Agreement must be in writing and delivered to the addresses provided above or to such other address as either party may specify.

(f) This Agreement is personal to the parties and may not be assigned without prior written consent. It binds and inures to the benefit of the parties and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Disclosing Party: Bendata

By: ___________________________
Name: _________________________
Title: __________________________

Receiving Party:

By: ___________________________
Name: _________________________
Title: __________________________