Through the subscription of this CONFIDENTIALITY AND DISCRETIONALITY AGREEMENT (hereinafter referred to as “Agreement”), the Parties intend to regulate the use of the “INFORMATION” exchanged between them for the sale of Products and/or Performances from VWT Italia to the other Party or to entities that may have been highlighted by the other Party to VWT Italia and ratified through specific Purchase Orders/Contracts.
1.1 For the purposes of this Agreement and/or for any future agreement between the Parties, it is agreed that:“INFORMATION means any information and/or data that the Parties will exchange in whatever medium provided and whether in tangible or intangible form including, but not limited to: images, technical reports, chemical analysis, case studies, promotional and technical presentations/webinars, brochures and any other document within the confidential area of www.idraflot.com, technical, economic, commercial, marketing and particularly any information or data concerning technologies, know how, intellectual property, business plans, materials, organization, personnel activity, technical data, contract relationship, rights, obligations and the Parties’ liability or the responsibility of companies that might be controlled and/or affiliated to them and, as for VWT Italia, those companies part of Veolia Environnement Group”.
The INFORMATION will be exchanged in writing according to the current needs and urgent needs of both Parties. The Receiving Party will limit disclosure of any INFORMATION to its employees and/or representatives who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose.
With the subscription of this Agreement the Receiving Party commits to advise their Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement. Each of the Parties will therefore be liable for any unfulfillment that may be referred to this Agreement.
Material and documents containing the INFORMATION, if it was not detailed in writing beforehand, will remain of the property of the Disclosing Party; the Receiving Party shall return all originals, copies, reproductions and summaries of Information and/or confidential INFORMATION then in Receiving party’s possession or control at the Disclosing Party’s request or, at the Disclosing Party’s option, certify destruction of the same.
Within 10 (ten) solar and consecutive days the Receiving Party will inform in writing the Disclosing Party of any violation to this Agreement by third parties it might have had knowledge of.
The INFORMATION will include any conversation concerning any information that will be disclosed during the relationship between the Parties occurred before or after the Agreement becomes effective.
To the purpose of this Agreement, the Parties agree that the INFORMATION is not excluded from the confidentiality obligation because it is part of a general information that the Receiving Party already knows or that is of public knowledge or was received by other sources.
2. PROPERTY AND RIGHTS
2.1 The INFORMATION will remain the property of the Party that disclosed it.
2.2 This Agreement shall neither be considered as a licensing in favor of the Receiving Party, nor as a transfer or acquisition of any other copyright, patent, trademark, model right or any other industrial or intellectual property rights being the property an exclusivity of the Disclosing Party, that bear its property or has the license or trademark.
3. PERIOD OF VALIDITY AND TERMINATION
3.1 The Receiving Party will be bound by the confidentiality obligations of this Agreement for the future.
3.2 Each of the Parties can withdraw from this Agreement, if a subsequent and connected Purchase Order/Contract will be signed, at any time through a written communication sent through registered letter (A/R) to the other Party. Withdrawal date shall be the date when the registered letter is received.
In case of unfulfillment of one of the Parties, the Party suffering from such no-fulfillment will have the right to claim and obtain, by demonstrating such no-fulfillment through burden of proof at its charge, a liquidated damages clause for material and/or image damages, according to the law
5. GENERAL PROVISIONS AND NON-COMPETITION AGREEMENT
5.1 This Agreement cancels and replaces any other previous written or verbal agreement between the Parties in connection with the object.
5.2 In case one or more obligations of this Agreement may result partially or totally invalid or ineffective according to the law, the remaining obligations will remain valid and effective.
5.3 Any modification to this Agreement will be valid and binding only through an act that will be undersigned by both VWT Italia and the other Party.
5.4 Any modification to this Agreement will be valid and binding only through an act that will be undersigned by the Parties.
5.5 The Parties declare to have complete knowledge of the different international Agreements related to corruption fight and prevention and do not exercise the exertion of political influence and more specifically abetment. The Parties accept that expenses and any other amount (the “Payments”) deriving from other agreements and contract relationships, will be refered only to these contractual activities, therefore the Payments will not be part of any illegal activity.
In conducting its business and in the management of its relationships, the Veolia Environnement Group complies with the principles contained in its Code of Ethics, the Zero Tolerance Plan against bribery, and its Organizational Structure, pursuant to Legislative Decree 231/2001 (with reference to the EC and in particular to Italy) and in the Human Rights Policy, all of which may be consulted at the following address http://www.veoliawaterst.it. The Receiving Party in conducting its affairs and in all relationships with third parties shall refer to equivalent principles.
5.6 The other Party commits not to compete (directly or indirectly) with VWT Italia in the participation of Projects/Bids/Offers/Tenders and in having contract relationship with third parties regarding the aims of the present Agreement, and any development of it. This also through the transferring of information or entrusting the management to third parties of project, works, supplies, design activities, etc..
5.7 Any communication concerning this Agreement will have to be issued in writing and sent through fax or e-mail to/from the following address:
VWT Italia: email@example.com – fax +39 0434/516310
5.8 This Agreement could be automatically transferred from VWT Italia to other Company of the Veolia Environnement Group by giving notice with writing notice to the other Party.
6. GOVERNING LAW AND JURISDICTION
This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with international regulation.
Any dispute or misunderstanding arising from the execution, interpretation, validity, violation or termination that will not find an amicable solution by the Parties within 60 (sixty) solar days, will be addressed exclusively to the Court of Zurich (Switzerland).