NDA between Pradeep & Orient Software
This Agreement is made on 23June2016 by and between Pradeep Singh, CEO, Plantys Technologies ([email protected]) (the "Disclosing Party"), whose address is 10 Old Jacaranda Way, Subiaco, WA-6714, AUSTRALIA, and Nhung Nguyen Thi Tuyet, Managing Director, Orient Software ([email protected]) (the "Receiving Party"), whose address is 5th floor, Suite 5.8, e.town 1 building, 364 Cong Hoa Str, Ward 13, Tan Binh Dist, Ho Chi Minh City, VIETNAM.
The parties hereby agree as follows:
In its sole discretion, the Disclosing Party will provide to the Receiving Party certain confidential and proprietary information for the limited purpose of allowing the Receiving Party to evaluate its interest in quoting for and executing software application development (PT-SW-008), in accordance with the following terms and conditions:
For purposes of this Agreement, "Confidential Information" shall mean any information received by the Receiving Party from the Disclosing Party in relation with the project (PT-SW-008). This includes any information furnished orally, in written form, by electronic means, or by any other means.
2. Protection and Purpose
All "Confidential Information" shall be maintained in confidence by the Receiving Party, and shall not be disclosed to any third party and shall be protected with the same degree of care as the Receiving Party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. The Receiving Party shall not use any "Confidential Information" received from the Disclosing Party except for the purpose set forth above.
The restrictions herein provided shall not apply with respect to "Confidential Information" which:
A. Is known by the Receiving Party at the time of receipt; or
B. Is or becomes a part of the public domain without breach of this
Agreement by the Receiving Party; or
C. Is independently developed by the Receiving Party; or
D. Is disclosed pursuant to judicial action or government
regulations, provided the Receiving Party notifies the Disclosing
Party prior to such disclosure and cooperates with the Disclosing
Party in the event the Disclosing Party elects to legally contest
and avoid such disclosure.
4. Rights and Licenses
This Agreement and the furnishing of "Confidential Information" as provided herein shall not be construed as establishing, either expressly or by implication, any grant of rights or licenses to the Receiving Party or any relationship between the parties.
All tangible information, including drawings, specifications and other information submitted hereunder by the Disclosing Party to the Receiving Party, shall remain the property of the Disclosing Party.
If either party elects not to pursue any further business undertaking, the Receiving Party shall promptly return to the Disclosing Party all tangible information, and all copies thereof, related to "Confidential Information". In such a case, for the information that is transmitted electronically, the Receiving Party shall send an email to the Disclosing Party stating that he/she has destroyed all the "Confidential Information".
The Receiving Party shall not export any Confidential Information without written permission from the Disclosing Party. If the Disclosing Party is permitted to export Confidential Information, the Disclosing Party shall comply with Australian Export Administration Laws and regulations (EAR) and shall not export or re-export any technical data or products received from the Disclosing Party or the direct product of such technical data to any proscribed country listed in the "EAR" unless properly authorized by the Australian government.
This Agreement is to be construed in accordance with the laws of the Commonwealth of Australia and shall terminate ten (10) years from the effective date of this Agreement.
DISCLOSING PARTY NAME
Name:Pradeep Singh, CEO, Plantys Technologies ([email protected])
RECEIVING PARTY NAME
Name: Nhung Nguyen Thi Tuyet, Managing Director, Orient Software ([email protected])