Non Disclosure Agreement (English version) - French law

This is a sample NDA under french law

NON DISCLOSURE AGREEMENT

BY AND BETWEEN:

Mr(s) ________________________ , born on ________________________ in ________________________, [nationlity] ________________________, [profession] ________________________, [place of residence] ________________________

[or]

[ABC Co] ________________________, a [________________ ] company with a stated capital of [ _________________ ] having its registered office [ ______________ ], represented by [ _ ] duly authorized for the purposes hereof in their capacity as legal representatives;,

Hereinafter referred to as « The Disclosing Party»,

AND :

Mr(s) ________________________ , born on ________________________ in ________________________, [nationlity] ________________________, [profession] ________________________, [place of residence] ________________________

[or]

[ABC Co] ________________________, a [________________ ] company with a stated capital of [ _________________ ] having its registered office [ ______________ ], represented by [ _ ] duly authorized for the purposes hereof in their capacity as legal representatives;,

Hereinafter referred to as « The Receiving party »,

Owner and Recipient are referred to individually as a party and collectively as the parties.

WHEREAS:

The parties wish to explore a business opportunity of mutual interest (the "Business Opportunity") and, in connection with such exploration, each party may disclose to the other certain confidential business or technical or proprietary information which such party desires the other to treat as confidential.

NOW, THEREFORE:

"Confidential Information" means any non-public information, data, or know-how that one party (the "Disclosing Party") discloses, whether in writing, electronically or orally, to the other party (the "Receiving Party"), whether in tangible or intangible form, including without limitation, information which is marked or identified by the Disclosing Party as "Confidential" or "Proprietary," computer software and information related to such software including architecture, processes, specifications, ideas, designs, know-how and other related information and confidential strategic business information including future marketing, business and product plans and developments, pricing, sales or marketing information and client/customer information. Confidential Information may include information disclosed to the Receiving Party by an entity related to the Disclosing Party or that is otherwise learned by the Receiving party in the course of its discussions or business dealings with, or its physical or electronic access to Confidential Information of, the Disclosing Party, that has been identified as being confidential or proprietary or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and confidential. Confiden­tial Informa­tion does not include information, data or know-how that: (i) was known by the Recipient without restriction before it was disclosed by the Disclosing Party; (ii) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party that had no duty of confidentiality to the Disclosing Party with respect to such information; (iii) was in the public domain at the time it was disclosed or becomes in the public domain through no act or omission of the Receiving Party; or (iv) was rightfully known to the Receiving Party, without restriction, at the time of disclosure.

Treatment of Confidential Information. Each Receiving Party agrees not to use the Confidential Informa­tion dis­closed to it by the Disclosing Party for the Receiving Party’s own use or for any purpose except for the purpose set forth in paragraph above. Only representatives (limitation possible) of Receiving Party whose review of the Confidential Information is necessary and appropriate for the purpose set forth in Paragraph 1 shall have access to the Confidential Information. Each Receiving Party shall not disclose any Confidential Information of the Disclosing Party to third parties except those directors, officers, employees, consultants, agents and investors (“Representatives”) who are required to have such information in order to carry out the purpose set forth in paragraph 1 and who agree to treat the Confidential Information in accordance with the terms set forth herein. Each Party shall be responsible for breaches of this agreement by its Representatives. Each Receiving Party shall take all reasonable measures (i) to protect the secrecy of and avoid disclosure or unauthorized use of Confidential Information of the Disclosing Party, and (ii) to prevent such Confidential Information from falling into the public domain or the possession of persons other than those persons authorized hereunder to have such information. Such measures shall include using the highest degree of care that the Receiving Party uses to protect its own Confidential Information of a similar nature and never less than reasonable care.

Mandatory Disclosure. In the event that a Receiving Party or its respective Representatives is compelled by law to disclose Confidential Information, it shall not be a breach of this Agreement provided that (i) such Receiving Party gives prompt notice prior to disclose Confidential Informationof any proposed disclosure to the Disclosing Party sufficiently prior to permit the Disclosing Party to seek a protective order or other appropriate relief, (ii) such Receiving Party cooperates with Disclosing Party’s efforts to maintain the confidentiality of the Confidential Information and (iii), in the event that such a protective order is not obtained, such Receiving Party discloses only that portion of the Confidential Information which such Receiving Party’s counsel advises that such Receiving Party is legally required to disclose. Notwithstanding the foregoing, Confidential Information disclosed pursuant to this Section 4 shall remain and be treated as confidential for any and all other purposes.

No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Business Opportunity. No agency, partnership, joint venture or other relation is created by this Agreement.

No License. All Confidential Information shall be and remain the sole property of the Disclosing Party. The Disclosing Party shall be the sole owner of all rights, title, patents, copyrights, trademark and other proprietary rights in connection therewith. Nothing in this Agreement is intended to or shall grant any rights to either party under any patent, mask work right or copyright, and this Agreement shall not grant to either party any rights in or to Confidential Information..

Non-solicitation – no hire. Each party agrees that for a period of one (1) year following Effective Date, neither party shall, directly or indirectly solicit or hire away from the other party any person who is employed or engaged by the other party in any managerial, technical, professional or advisory.

Term. This Agreement shall commence upon the acceptance hereof by both parties hereto and shall continue for three (3) years (such period, the “Term”). Each party’s obligation with respect to information received from the other party during the Term shall survive, whether or not past the end of the Term, for so long as such information is “Confidential Information” in accordance with the terms hereof. Each party may terminate this agreement with thirty days prior written notice, but this agreement’s provisions will survive as to Confidential Information that is disclosed before termination.

Amendment. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be executed in counterparts which taken together shall constitute one agreement. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under applicable law. If any provision of this Agreement is found in any jurisdiction to be invalid, illegal or unenforceable, such provision as to such jurisdiction shall be ineffective and the remaining provisions shall remain in full force and effect. This Agreement merges and supersedes all prior Agreements between the parties hereto, and shall be governed construed in accordance with, the domestic laws of the state of California_, of the United States of America, excluding its principles of conflicts of laws. The parties hereto agree that any action related to this Agreement shall solely be venued in the Tribunal de Commerce de Paris and the parties hereby irrevocably submit to the jurisdiction and venue of said court.

Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of France. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.

_________________________

By:

Name:

Title:

[Company]

By:

Name:

Title:

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