AGREEMENT ON THE PRESERVATION OF TRADE SECRETS,
AND ON THE PROTECTION AND CONFIDENTIALITY OF INFORMATION
IPM Solutions, s.r.o.
Registered seat: Kamenná 11, Prešov - Šalgovík, 080 01
ID: 36 489 441
VAT ID: SK 202 1772 709
Registered in the Commercial Register of the Prešov District Court, Section Ltd., Insert 14519 / P.
Represented by: Ing. Martin Pollák, Principal
(hereinafter also referred to as "IPM" or “Discloser”)
(hereinafter also referred to as the "Recipient")
(hereinafter collectively referred to as the "Parties")
Subject of the contract
2.1 The subject of this contract is the maintenance of trade secrets and the secrecy and protection of information provided by IPM to the Recipient in the performance of tasks related to delivery of services and all following communication for the period of its performance and 10 years after its fulfillment.
3.1 The Recipient may not disclose to any third party any confidential information obtained from IPM during the execution of the project. This does not apply if, for the purpose of fulfilling the project, the necessary information is made available to the Recipient´s employees, boards or their members, who are actively participating in the performance of the project under the same conditions as are set out for the parties in this article.
3.2 The protection of information shall not apply in cases where:
- the Recipient should be able to demonstrate that this information is publicly available and this availability was not cause by him;
- the Recipient will prove that he had this information available before the date of disclosure by the other Party and that he did not acquire it against the law;
- the Recipient may obtain this information free of charge from a third party or party that is not restricted in making it available;
- the Recipient obtains written consent from the disclosing party to make the information available; or
if disclosure of the information is required by law or by a decision of a court or other competent authority; in that case, the Contracting Party is obliged to inform the other Contracting Party in reasonable time, so that the latter was able to exercise its rights to the protection of confidential information lawfully.
3.3 According to this Agreement, the parties shall consider as confidential all sorts of information provided to each other orally, in written or electronic form, in particular information learned by the parties in connection with the project, as well as know-how, which means all knowledge of business, production, of a technical or economic nature connected with the activities of a Contracting Party, which have an actual or at least potential value and which are not normally available in the relevant business circles and should therefore be kept secret. Further, according to this Agreement, any technical drawings, models, diagrams, software, diagnostics, documentation, including manuals, as well as all other information that is designated in writing or verbally as IPM's confidential information are considered confidential information. Information marked as confidential in writing or verbally shall be considered confidential.
3.4 The Parties undertake not to copy, in whole or in part, any confidential information provided by the other Party; this obligation does not apply to cases where it is necessary to correct, generate or modify confidential information for its authorized use in accordance with the project by the Recipient or final customers. The Contracting Parties shall mark each copy, including its storage medium, as "confidential".
3.5 Both parties undertake to handle carefully the confidential information provided to them by the other party or otherwise obtained in connection with the performance of the project, such as business secrets, in particular to keep them secret, and take all contractual and technical measures to prevent their misuse or disclosure.
3.6 Upon completion or cancellation of any project carried out or upon fulfillment of the project, the Recipient shall destroy and confirm the destruction of that in writing to IPM and should be able to prove that or return all originals and copies of documentation and Software related to the project that was canceled or completed. This relates to any confidential information held and in relation to IPM, including confidential information incorporated in another project or document. At the request of IPM, the Recipient will immediately return or destroy confidential information that is no longer needed for the purposes of the project.
3.7 The Recipient undertakes to demonstrably inform its employees, statutory bodies and their members to whom confidential information is made available about the obligation to keep confidential all information which is subject to this Agreement.
3.8 The obligation to keep confidential all information set out in this Agreement shall be binding on the parties for the period of validity of this Agreement and for a period of 10 (in words: ten) years after the termination of their contractual relationship.
3.9 For each case of a breach of obligations set out in this Agreement by the Recipient, the Recipient shall pay upon the request of Discloser a contractual penalty in the amount of 15 000 € within 14 days of request for payment.
3.10 Recipient can not use confidential information for application for his copyrights or for production of his own products or products for third party. Recipient can not dismantle and/or analyze samples/models without prior written approval from Discloser.
3.11 When Recipient accepts confidential information and he or she will not refuse to accept it within 24 hours in writing, or he/she will not confirm destruction of all accessed confidential information within 24 hours in writing, this action is perceived as an acceptance of this Agreement and its conditions.
4.1 The Contract shall enter into force and effect on the day of its signing by the Contracting Parties. This contract as well as all legal relations related to this contract are governed by the law of the Slovak Republic.
4.2 All amendments, additions and annexes to this contract are valid only in written form and in a wording agreed and confirmed in writing by both parties.
4.3 If any provision of this Agreement is or becomes invalid or unenforceable, it shall not affect the other provisions of this Agreement, which shall remain in full force and effect. In this case, the parties undertake by agreement to replace the invalid or ineffective provision with a new valid and effective provision that best corresponds to the originally intended purpose of the invalid or ineffective provision.
4.4 The contract was printed in two copies with the validity of the original. One original for every contractual party.
4.5 The contracting parties declare that they have unanimously understood the provisions of the contract in terms of content and scope, they express their free and serious will, which they confirm with their handwritten signatures on this contract.