MUTUAL NON-DISCLOSURE AGREEMENT

Effective Date:  May 10, 2021

 

This Mutual Non-Disclosure Agreement (“Agreement”) is applicable to and to be understood as to become an integral part of any information and ordering document (an offer, statement, or
quote) made by and between Solaris Community AB, with its principal place of business at Bratteråsgatan 54, 41762 Göteborg, Sweden (collectively, “Solaris,” “we,” or “us”) and its
clients as indicated during all the business activities at https://solariscommunity.com (“Client”). It applies to the app and other services that we operate and that link to this
Mutual Non-Disclosure Agreement (the “Services”).

Solaris and Client are hereinafter solely referred to as ”Party” and jointly as ”Parties”. 

RECITALS

  • Whereas the Parties each have developed or acquired confidential and/or proprietary information relating to its respective business operations and technical matters, and the Parties intend to exchange certain confidential information in order to enter into collaborative business arrangements (the ”Business Purpose”).

  • The Parties are willing to disclose the said information on the basis that it is protected as provided in the Agreement.

DEFINITIONS

The terms defined in this Section shall, for all purposes of this Agreement, have the following meanings:

“Confidential Information” shall mean non-public information that the Disclosing Party, its related entities and/or agents designated as confidential that is disclosed (whether orally, in writing, or by any other means, including without limitation to information obtained as a result of any demonstration or as a result of the Party being allowed access to any premises where the Disclosing Party may conduct its business) by the Disclosing Party to the Receiving Party, its related entities and/or agents and information which the Receiving Party should reasonably know are treated as confidential. Confidential Information includes, without limitation, non-public information relating to released or unreleased products or services of the Disclosing Party, documentation, specifications, database scheme, the marketing or promotion of the products or services of the Disclosing Party, business policies of the Disclosing Party, financial information, infrastructure designs, know-how, trade secrets, designs, ideas, methods, processes, studies, plans, and information received from third parties which the Disclosing Party is obligated to treat as confidential. 


“Confidential Information” shall not include any part of such information which; 

  • was publicly known at the time, when it was communicated with the Receiving Party; or 

  • was publicly known after the time mentioned in a) above, but it is established that it was not due to any circumstances on the Receiving Party’s side. 

  • the Receiving Party can show was in their possession or known by the Receiving Party prior to receipt from the Disclosing Party and was not acquired by the Receiving Party under any obligation of confidentiality; or

  • the Receiving Party can show to have been independently developed by the Receiving Party without recourse to the Confidential Information; or

  • the Receiving Party obtains or has obtained from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use; 

  • is disclosed according to legislation or similar obligations; or

  • is disclosed by the Receiving Party with the prior written approval of the Disclosing Party.

“Disclosing Party” shall apply to either Party as appropriate where it discloses Confidential Information, as defined in this Section, to the other Party.

“Receiving Party” shall apply to either Party as appropriate where it receives Confidential Information, as defined in this Section, from the other Party.
“Effective Date” shall mean the date as of the effective date above.

AGREEMENT

In relation to the Confidential Information received from the other Party or from any third party on behalf of the other Party, the Parties agree as follows:

 

  • The Receiving Party shall (i) treat the Confidential Information in confidence and use it only for the Business Purpose; (ii) ensure that no Confidential Information is disclosed to any third party by the Receiving Party without the prior written consent of the Disclosing Party, (iii) only disclose the Confidential Information to its employees or consultants having a need to know in order to evaluate the Business Purpose and shall procure that such persons will maintain the secrecy of the Confidential Information and not disclose it to any third party. 

  • Except as provided herein, the Receiving Party will not disclose the Confidential Information for a period of 5 (five) years from the date of disclosure of such Confidential Information. Notwithstanding the foregoing, Confidential Information that constitutes a trade secret will be kept confidential by the Receiving Party for as long as it remains capable of being protected as a trade secret. 

  • The Receiving Party shall not use the Confidential Information to seek or secure any commercial advantage over the Disclosing Party.

  • The Receiving Party shall not copy or write down any part of the Confidential Information except as is reasonably necessary for the Business Purpose.

  • The Receiving Party shall treat the Confidential Information with the same degree of care and with sufficient protection from unauthorized disclosure as the Receiving Party uses to maintain its own confidential and proprietary information. 

  • Each of the Parties shall be responsible and primarily liable for any acts or omissions of its associate companies and associates and all its officers, employees, agents, or professional advisers.

  • The Receiving Party undertakes to notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or other breaches of this Agreement and shall cooperate to help the Disclosing Party regain possession of the Confidential Information in question and to prevent its further unauthorized use.

  • This Agreement will be effective as of the Effective Date and for a term of 5 (five) years unless earlier terminated in writing by both Parties. The Parties' obligations of confidentiality will survive termination or expiration of the Agreement. 

  • In the event of a breach or threatened breach of this Agreement, the non-breaching Party will be entitled to seek injunctive relief in addition to any other available legal or equitable remedies. 

  • All copies of Confidential Information are and will remain the sole property of the Disclosing Party. At the request of the Disclosing Party, the Receiving Party shall, within 14 days from such request; (i) return all copies or summaries of or other materials including the Disclosing Party’s Confidential Information, or (ii) destroy (and certify in writing to the Disclosing Party the destruction of) such Confidential Information; and (iii) permanently delete any Confidential Information from any electronic storage media or memory.

OTHER PROVISIONS

  • Each Party warrants that it has the unrestricted right to transmit the Confidential Information to the other Party and that no third party confidential information is included in the Confidential Information transmitted hereunder. 

  • If a Party does not use a right available to it under this Agreement in any particular instance, it shall not prevent the Party from enforcing the right in any other situation.

  • No provision of this Agreement shall be deemed waived by any act by the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of the Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision or of the same provision on another occasion. 

  • Neither Party shall have the right to assign or transfer any of its rights or obligations under this Agreement without the prior written approval of the other Party.

  • Notwithstanding anything to the contrary herein, neither Party shall be liable for any incidental, indirect, remote, exemplary, punitive, or consequential damages, including without limitation loss of revenue or profits and attorney’s fees, arising from or caused, directly or indirectly, by breach of this Agreement.

  • This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof. The Agreement shall only be considered to be modified by a written agreement duly signed by both Parties. 

  • The validity, construction, and performance of this Agreement shall be governed and construed under the laws of Sweden.

  • Any dispute controversy or claim, contractual or non-contractual, arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC). The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC, taking into account the complexity of the case, the amount in dispute, and other circumstances, determines, in its own discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall be composed by one or three arbitrators.

  • The place for arbitration shall be Stockholm and the language of the arbitral proceedings shall be English.

CHANGES TO THE MUTUAL NON-DISCLOSURE AGREEMENT

We may modify this Mutual Non-Disclosure Agreement from time to time. When we update the Mutual Non-Disclosure Agreement, we will revise the “Effective Date” date above and post the new Mutual Non-Disclosure Agreement.  We recommend that you review the Mutual Non-Disclosure Agreement each time you visit the Services to stay informed of our privacy practices. 

 

 

CONTACT INFORMATION

If you have any questions about this Privacy Policy or our practices, please contact us via contact@solariscommunity.com