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Confidentiality agreement


Last modified:  04.05.2020

Background


The Parties (You and Barcato Ltd) are trading over internet, having co-operation and/or business relations under Barcato portal web services managed by Barcato Ltd (hereinafter referred to as the "Permitted Purpose").

In this connection the Parties exchange confidential information. In this agreement, the Parties agree on the terms concerning restrictions on the use and further disclosure of such information.

Confidentiality and Restricted Use 

1. For the purpose of this Confidentiality Agreement "Confidential Information" means collectively and individually all or any information of whatsoever nature whether oral, written or in electronic form relating to the diclosing Party (hereinafter referred to as the "Discloser"), its business, technology, customers and/or suppliers and disclosed by the Discloser to the other Party (hereinafter referred to as the "Disclosee") hereunder together with all records or copies thereof or extracts therefrom in whatever media held.

The Disclosee shall safeguard confidential information using the same degree of care as it uses to safeguard its own confidential and proprietary information and such Confidential Information shall not be utilized or reproduced or referred to by the Disclosee for any other purpose than for the Permitted Purpose, and shall not be disclosed by the Disclosee to any third person or entity, provided however, that the obligations imposed by this Confidentiality Agreement shall not cover information which, as shown by the Disclosee:

a) at the time of disclosure is in the public domain or after disclosure becomes part of the public domain by publication or otherwise through no breach of this Confidentiality Agreement by the Disclosee, or
b) was developed by the Disclosee and was properly in the possession of the Disclosee prior to the time of disclosure hereunder, or
c) was rightfully received by the Disclosee prior to or after the time of disclosure hereunder from a third person or entity imposing no obligation of confidentiality, or
d) was subsequently independently developed by the Disclosee without reference to any Confidential Information of the Discloser.

2. This Confidentiality Agreement shall not be construed as granting the Disclosee any licence rights or any other rights related to the Confidential Information and its future utilization.

Unless otherwise agreed in a separate written and signed agreement between the Parties, all Confidential Information shall remain the property of the Discloser, and no representation, warranty or condition is or shall be given by the Discloser in respect of any Confidential Information. All expressed or implied representations, warranties and conditions by the Discloser in respect of the Confidential Information are excluded.

3. The obligations imposed by this Confidentiality Agreement upon the Parties shall not preclude either Party disclosing any Confidential Information to its financial, legal or other consultants and third parties possibly working for that Party from time to time, who need to know such Confidential Information for the Permitted Purpose and who have, prior to such disclosure, entered into an appropriate confidentiality agreement approved in writing by the Discloser. Each Party may give access to the other Party's Confidential Information only to those its officers and employees, who need to know the Confidential Information for the Permitted Purpose and who have been advised by the Disclosee of the obligations assumed herein.

The obligations imposed by this Confidentiality Agreement upon the Parties shall not preclude either Party disclosing any Confidential Information in response to a valid order by a court or any other governmental authority or otherwise required by applicable securities or other laws or necessary to establish right hereunder, provided that, to the extent possible, the Party shall give prior written notice thereof to the other Party, shall use reasonable efforts to obtain a protective order or other form of confidential protection, if available, and shall limit the disclosure to the extent required for such purpose.

4. Any press releases and any other publications or appearance in the public relating to the Permitted Purpose shall not be allowed for either Party without prior written approval by the other Party nor may either Party use the other Party's name or logo or other signs, marks or identification symbols without that other Party┬┤s prior written consent.

Return of confidential Information 

5. Upon the request of, and at the sole discretion of, the Discloser all and any Confidential Information in whatever form which the Disclosee has received or obtained from or for the Discloser shall be returned or, to the extent not possible, shall be destroyed within fourteen (14) days of receipt of such request, no copies or data thereof or extracts therefrom (in whatever form) shall be retained by the Disclosee, and the Disclosee thereafter shall not utilize or reproduce in whole or in part such information in any respect whatsoever.

Term and Termination 

6 This Confidentiality Agreement shall enter into force when user creates account and accept these terms and shall remain in force for a period when user have access to Barcato services. Notwithstanding the above, this Confidentiality Agreement may be terminated by either Party at any time upon seven (7) days written notice to the other Party. The termination or expiration of this Confidentiality Agreement does not relieve either Party of the obligations imposed upon it by this Confidentiality Agreement with respect to Confidential Information disclosed or obtained prior to such termination or expiration, which obligations shall remain in force for a period of five (5) years after such expiration or termination.

Governing Law 

7. This Confidentiality Agreement shall be construed, governed and enforced in accordance with the laws of United Kingdom  without giving effect to any principle of law which would result in the application of laws of any other jurisdiction.

Except any claims seeking injunctive relief and as set forth below, any claims or disputes arising out of or in connection with or relating to this Agreement or the legal relationship established by this Agreement shall be submitted by the Parties to binding arbitration by the Board of Arbitration of the Central Chamber of Commerce of United Kingdom under its rules then in effect, except as provided herein.

All proceedings shall be held and a transcribed record prepared in English before a single arbitrator designated by the said Board. The arbitration proceedings will be conducted in London, UK. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorney's fees and reasonable costs for expert and other witnesses, and judgement on such award may be entered in any court having jurisdiction thereof; provided, however, that nothing in this Section shall be deemed as preventing either Party from seeking relief from the courts as necessary to protect its name, trademarks, Confidential Information, trade secrets, know how, copyrights or patents.

Miscellaneous

8. As of the date of user account creation this Confidentiality Agreement shall set out the entire agreement among the Parties concerning the subject matter hereof and upon its execution, supersedes and cancels any prior negotiations, documents, minutes and correspondence, both oral and written, between the Parties with respect to the subject matter hereof.

9. Amendments and/or additions to this Confidentiality Agreement shall be valid only if made in writing and accepted over internet here in Barcato web services by the Parties.

This Agreement has been made by accepting terms of use on Barcato Ltd web page.


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