Version: 9 May 2023
Stakater AB, David Bagares gata 26A, 111 38 Stockholm, Sweden
(Hereinafter referred to as "STAKATER")
[CUSTOMER NAME & ADDRESS]
(Hereinafter referred to as "CUSTOMER")
The parties involved have the intention to collaborate in the field of consulting and operation of IT services. Prior to establishing any business relationship, it may be necessary for the parties to share confidential information with each other. To safeguard the interests of the disclosing party, such sensitive information shall be kept confidential and subject to a duty of confidentiality. This agreement shall remain valid even if the intended business relationship is not finalized.
Both parties acknowledge that they have invested considerable resources in developing their respective intellectual property. Hence, there is a mutual interest in protecting each other's intellectual property and preventing unauthorized access by third parties.
The party disclosing sensitive information reserves the right to seek industrial property rights related to the subject of the confidential information. The present agreement is entered into for this specific purpose.
The term "Contracting Parties" refers to the parties who are bound by this agreement on confidentiality.
The term "Confidential Information" refers to all information shared between the parties, whether in written, oral, electronic, or any other form, which is explicitly marked as secret or confidential or can be recognized as such. This includes but is not limited to data, drawings, photographs, illustrations, drafts, sketches, plans, descriptions, specifications, measurement results, calculations, experiences, ideas, procedures, samples, knowledge, processes, as well as any other applications for industrial property rights, work results, sales figures, business and financial plans, CUSTOMER data, and prices that have not been published yet. Additionally, the term includes the existence and contents of this agreement.
The Confidential Information that has been provided to the Contracting Parties in writing, orally, or by any other means, directly or indirectly, for the Purpose outlined in the preamble or that has become known to them in any other way, is subject to the following obligations:
- To maintain its confidentiality;
- To use it exclusively for the aforementioned Purpose, specifically refraining from publishing, applying for industrial property rights, or using it for their own purposes;
- To not disclose or make it available to any third party, in any form whatsoever;
- To take all necessary precautions to prevent third-party access;
- To provide access solely to employees working in connection with the Purpose outlined in the preamble, who have also been bound by the aforementioned obligation of confidentiality. This remains applicable even after an employee leaves their position during the term and continued validity of this agreement.
Exceptions to Secrecy Agreement
The obligations of confidentiality outlined in this agreement do not apply to information that:
- Was already known by the other Contracting Party before being disclosed and can be demonstrated as such;
- Was already publicly known or became so without violating any confidentiality obligations;
- Has been independently developed by the Contracting Party, without reliance on the confidential information;
- Is lawfully provided or made accessible to the Contracting Party by a third party who is authorized to disclose it. It is the responsibility of the Contracting Party invoking these exceptions to provide evidence to support their claim.
Restrictions and Prohibitions
This contract does not confer any rights to the CUSTOMER, specifically, the ownership, licensing, reproduction, usage, or any other industrial property rights or options will remain with the Contracting Party who possesses them at the time of the conclusion of this agreement.
Term of Agreement
This agreement becomes effective when both parties sign it and has no fixed expiration date.
Handling and return of Confidential Information
At the request of either party, all Confidential Information received by the Contracting Parties must be returned promptly, and any copies made must be destroyed. The parties have no right to retain any of the Confidential Information.
The Parties shall ensure that their employees and any other persons who have access to the Confidential Information exchanged are bound by the obligations set out in this agreement, and shall take all necessary measures to ensure compliance with these obligations.
The Confidential Information is provided without any guarantee or warranty, and the other Contracting Party assumes all risks associated with its use. The Contracting Party disclosing the information does not make any warranties or representations regarding the Confidential Information's timeliness, accuracy, completeness, or suitability for a specific purpose.
Confidentiality and Compensation
The Contracting Parties shall exercise the utmost care in handling the Confidential Information received from the other Party. The Contracting Parties agree to handle the Confidential Information with due care, commensurate with their own affairs and the standard of care prevalent in similar matters, in order to prevent any unauthorized disclosure or use. The receiving Contracting Party acknowledges that monetary compensation may not be adequate to remedy a breach of confidentiality and that the disclosing party may seek injunctive relief available under the law, without forfeiting any other rights or remedies.
Changes in the NDA
Any changes or additions to this agreement must be in writing and signed by both parties; including its termination. The requirement for written form cannot be waived except by a written agreement signed by both parties.
The laws of Sweden, both formal and substantive, shall govern this agreement unless otherwise agreed upon.
If any provision of this agreement is deemed invalid or unenforceable, or if this agreement contains any omissions, it will not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, a valid provision that achieves the intended economic purpose as closely as possible will be deemed to have been agreed upon by the Contracting Parties.