THIS CONTRACT (the "Contract") is entered into on the day of submission of your collaboration request by and between Emprende Digital México (the "Revealing Party"), and the applicant (the "Beneficiary" or the "Receiving Party").
The recipient of these Regulations wishes to participate in discussions regarding the professional services provided (the "Transaction"). During these discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and conditions set forth in this Agreement, and other good and valuable consideration, receipt and sufficiency are hereby acknowledged, the parties agree as follows:
1 Definition of confidential information.
(a) For the purposes of this Agreement, "Confidential Information" means any data or information that is the property of the Disclosing Party and generally not known to the public, whether in tangible or intangible form, when and as described, including, but not limited to: (i) any commercialization of strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results related to the past, business activities, present or future of such party, its affiliates, subsidiaries and affiliated companies; (ii) product or service plans, and customer or supplier lists; (iii) any information, invention, design, process, procedure, formula, improvement, technology or scientific or technical method; (iv) any concepts, reports, data, know-how, work in progress, designs, development tools, specifications, software, source code, object code, flow, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as the confidential information of the disclosing Party. Confidential Information does not have to be novel, unique, patentable, copyrighted, or constitute a trade secret, in order to be designated Confidential Information. The Receiving Party acknowledges that the confidential information is the property of the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that the disclosing party regards all of its confidential information as trade secrets.
(b) Notwithstanding any provision in the foregoing to the contrary, Confidential Information will not include information that: (i) was known to the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes by right known to the Receiving Party from a third party source not known (after diligent investigation) by the Receiving Party to be under the obligation of the Disclosing Party to maintain confidentiality; (c) is or becomes available to the public through no fault or lack of action by the Receiving Party in violation of this Agreement; (d) it is necessary to make itself known in a judicial or administrative proceeding, or it is requested or required to be disclosed by legal or regulatory provision to the contrary, although the requirements of section 4 of this Agreement shall apply prior to any disclosure that made; and (e) is or has been developed independently by the Receiving Party's employees, consultants or agents without violation of the terms of this Agreement or reference to or access to any confidential information.
2. Disclosure of Confidential Information.
From time to time, the Contracting Party may disclose confidential information to the Receiving Party. The Receiving Party shall: (a) limit disclosure of any confidential information to its directors, officers, employees, agents or representatives (collectively "Representatives") who have a need to know such Confidential Information in connection with the current or anticipated business relationship between the parties to which this Agreement refers, and only for this purpose; (b) advise their representatives of the proprietary nature of the Confidential Information and of the obligations provided in the 2
in this Agreement and request that said Representatives maintain the confidentiality of Confidential Information; (c) will keep all Confidential Information in strict confidence by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not reveal any confidential information received by it to third parties (except as provided in this document).
Each party will be responsible for any breach of this Agreement by any of their respective representatives.
3. Use of Confidential Information.
The Receiving Party agrees to use the InfoConfidential confirmation only in connection with the current or anticipated business relationship between the parties and not for any purpose not authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether express or implied, in the Confidential Information is granted to the Receiving Party. Confidential Information will remain only in the Disclosing Party. Any use of confidential information by the Receiving Party will be for the benefit of the Disclosing Party and any modification and improvement thereof by the Receiving Party will be the exclusive property of the Disclosing Party. Nothing in this document is intended to modify the existing agreement between the parties that their discussions in compliance with a potential commercial relationship are governed by Federal Rule of Evidence 408.
4. Mandatory Disclosure of Confidential Information.
Notwithstanding any provision in the foregoing to the contrary, the Receiving Party may disclose confidential information by virtue of a governmental, judicial or administrative order, subpoena, request for regulation or similar procedure, provided that the Receiving Party notifies promptly, in the To the extent possible, the Contracting Party in writing of said disclosure request so that the Disclosing Party, at its sole expense, may attempt to make such disclosure subject to a protection order or other appropriate remedy to preserve the confidentiality of the Confidential Information. ; always in the case of a broad request for regulation with respect to the business of the Receiving Party (not addressed to the Disclosing Party), the receiving Party may promptly comply with said request provided the Receiving Party give (if allowed as regulator) timely notification of the Disclosure Party of such disclosure. The Receiving Party agrees that it will not oppose and will cooperate with efforts by, to the extent possible, the Contracting Party with respect to any request for a protection order or other remedy. Notwithstanding the foregoing, if the Contracting Party is unable to obtain or does not seek a protection order and the Receiving Party is requested or required to disclose such confidential information legally, the disclosure of such confidential information may be made without liability.
This Agreement will remain in effect for a period of two years (subject to a one-year extension if the parties continue to discuss and consider the transaction at the end of the second year). Notwithstanding the foregoing, the duty of the parties to maintain confidence in the confidential information disclosed during the term will remain in effect indefinitely.
Both parties acknowledge that the confidential information that may be disclosed below is of a unique and valuable nature, and that the unauthorized disclosure of Confidential 3
Information would destroy or diminish the value of such information. Damages to the Disclosing Party that would result from the unauthorized dissemination of Confidential Information would be impossible to calculate. Therefore, both parties agree that the Disclosing Party will be entitled to an injunction preventing the disclosure of any confidential information in violation of the terms thereof. Said precautionary measure shall be in addition to any other remedy available hereunder, whether in law or in equity. Disclosing Party shall be entitled to recover costs and fees, including reasonable attorneys' fees, incurred in obtaining any relief. In addition, in the event of litigation related to this Agreement, the winning party will be entitled to recover the fees and expenses of their reasonable attorney.
7. Return of Confidential Information.
Receiving Party must immediately return and redeliver to the other all tangible material incorporating the confidential information provided in this document and all notes, summaries, memos, drawings, manuals, discs, extracts or derived information derived from them and all others. documents or materials ("Notes") (and all copies of any of the foregoing, including "copies" that have been converted to computerized media in the form of image, data, or word processing files, either manually or by image capture) on the basis of or including any confidential information, in whatever form of storage or recovery, when the first of (i) the termination or termination of the relationships between the parties contemplated in this document occurs; (ii) the termination of this Agreement; or (iii) when requested by the Disclosing Party; always, however, that the Receiving Party may retain as many of its documents as is necessary so that can comply with your document retention policies. Alternatively, the Receiving Party, with the Disclosing Party's written consent may (or in the case of Notes, at the Receiving Party's choice) immediately destroy any of the above incorporating confidential information (or reasonably recoverable data erasure of data computerized) and, upon request, certify in writing said destruction by an authorized official of the Receiving Party supervising the destruction).
8. Notification of Default.
Receiving Party will notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of confidential information by the Receiving Party or its representatives, or any other breach of this Agreement by the Receiving Party or its representatives, and will cooperate with the efforts made by the Disclosing Party to help the Disclosing Party regain possession of the confidential information and prevent its unauthorized use.
9. Non-binding Transaction Agreement.
The parties agree that neither party shall be under any legal obligation of any kind with respect to a transaction under this Agreement, except for matters specifically agreed upon herein. The parties further acknowledge and agree that each reserve the right, in its sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations regarding a transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a transaction proceeds, the confidentiality provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the transaction will supersede this Agreement. In the event that said provision is not provided in said transaction documents, this Agreement will control.
Each party warrants that it has the right to make the disclosures in this Agreement. NO WARRANTY IS MADE BY EITHER PARTY UNDER THIS AGREEMENT OF ANY KIND. The parties acknowledge that although they will make every effort to include in the confidential information all the information that each of them deems pertinent for the purposes of evaluating a transaction, the parties understand that no representation or warranty as to the accuracy o integrity of confidential information is being made by either party than the Disclosing Party. Additionally, neither party is obligated under this Agreement to disclose any confidential information that it chooses not to disclose. Neither shall this Party have any liability to the other party or the representatives of the other party as a result of any use of the confidential information except with respect to the disclosure of the confidential information in violation of this Agreement.
(a) This Agreement constitutes the entire agreement between the parties and supersedes any and all previous or current agreements and agreements, whether oral or written, between the parties, in relation to the subject matter thereof. This Agreement may only be modified by a written amendment signed by the party against whom enforcement of such amendment is requested.
(b) The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Texas applicable to contracts entered into and executed entirely within said State, without giving effect to any conflict of laws provisions. from the same . The federal and state courts located in the state of Texas will have sole and exclusive jurisdiction over any dispute arising under the terms of this Agreement.
(c) Any failure by either party to strictly enforce the other party of any provision of this Agreement shall not constitute a waiver of your right to subsequently enforce such provision or any other provision of this Agreement.
(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable in order to protect confidential information, if said restriction is considered by a court of competent jurisdiction as unenforceable, said provision will be modified, rewritten or interpreted to include as much of its nature and scope as will make it executable. If it cannot be thus modified, amended or construed as applicable in any sense, it will not be given effect, and the rest of the Agreement will apply as if such provision was not included.
(e) Any notification or communication required or permitted provided for herein may be hand delivered, deposited in a vehicle overnight recognized at level the national, electronic-mail, or sent by certified mail with return receipt, postage paid, in each case, to the address of the other party indicated first above (or any other recipient that are provided by a party in accordance with this paragraph). All such notices or communications will be considered given and received (a) in the case of personal delivery or electronic-mail, on the date of delivery, (b) in the case of delivery by a nationally recognized overnight carrier , on the third business day following the shipment and (c) in the case of shipment by mail, on the seventh business day following such mail.
(f) This Agreement is of a personal nature, and neither party may, directly or indirectly, assign or transfer by operation of law or otherwise, without the prior written consent of the other party, which consent does not it will be denied without just cause. All obligations contained in this Agreement shall extend and be binding on the parties to this Agreement and their respective successors, assigns, and representatives. 5
(g) The receipt of confidential information under this Agreement shall not prevent or in any way limit any of the parties: (i) the development, manufacture or products or services that are or may be competitive with the products or services of the other form of commercialization; or (ii) the supply of products or services to others that compete with the other.
(h) Paragraph titles used in this Agreement are for reference only and the interpretation of this Agreement may not be used or relied upon.