Revelate NDA

  1. PARTIES‍

This non-disclosure agreement is entered into between:

  1. Revelate technologies AB, reg. no. 559475-4870 (“Revelate”) with address Östermalmsgatan 26A, 114 26 Stockholm; and
  2. the company approving the data link, (the “Company”).

    Revelate and the Company are collectively referred to as the “Parties” and individually as a “Party”.
  1. INTRODUCTION

For the purpose of discussing potential collaboration (the “Purpose”), the Parties may disclose certain Confidential Information (defined below) to each other. The Parties have agreed that disclosure and use of Confidential Information shall be made on the terms and conditions of this Agreement.some text

  1. Definition
    In this Agreement “Confidential Information” means any and all information, oral as well as written, that either Party receives (the “Receiving Party”) from the other (the “Disclosing Party”), and which is related to the Disclosing Party’s business concept, products, know-how, technology, marketing planning, strategies, research and development, and the like. Information shall not be considered as Confidential Information if the Disclosing Party expressly declares it to be non-confidential.
  2. Confidentiality undertaking
    The Parties, jointly and severally, undertake to:some text
    1. keep secret and hold in confidence any Confidential Information obtained from the other;
    2. not, without the written consent of the other Party, use the other Party’s Confidential Information for any purpose other than the Purpose, or such other purpose as may be agreed upon in writing between the Parties;
    3. take all steps necessary to prevent Confidential Information from being disclosed or delivered to any other person or associate than those employees or advisers of the Parties respectively directly concerned with the Purpose;
    4. see to it that all persons who receive Confidential Information on behalf of the Parties respectively are notified of this obligation of confidentiality. Such notice will not disclaim the Party in question from responsibility for the person or associate in question or otherwise under this Agreement;
    5. not make any record or copy of any drawing, description, specification, or other document or other disclosure or embodiment of the Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party; and
    6. not copy, reverse engineer, reverse compile, or attempt to derive the composition of, or information underlying, the Disclosing Party’s Confidential Information.
  3. Permitted disclosure
    The confidentiality undertaking set forth in Clause 2 above shall not apply to any Confidential Information that the Receiving Party can establishsome text
    1. is or becomes available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement or any confidentiality undertaking;
    2. was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party;
    3. has been developed independently of the Disclosing Party’s Confidential Information; or
    4. that it is required to disclose by law or by the rules of any regulatory body to which the Receiving Party is subject.
  4. Return of Confidential Information
    The Receiving Party shall, regardless of its medium, immediately destroy or return, as requested, all received Confidential Information upon written request from the Disclosing Party and the Receiving Party shall thereafter not use received Confidential Information for any purposes whatsoever. The Receiving Party undertakes to, upon request by the Disclosing Party, certify in writing that such destruction or return has occurred.
  5. Terms and terminationsome text
    1. This Agreement shall become effective on the day it has been entered into by both Parties (the “Effective Date”). The provisions of this Agreement shall apply retroactively to any Confidential Information, which may have been disclosed in connection with discussions and negotiations regarding the Purpose prior to the Effective Date.
    2. This Agreement shall remain in force for five years from the Effective Date, unless it is earlier terminated by mutual agreement.
  6. Rights in Confidential InformationExcept as specifically provided herein, this Agreement does not confer to either Party any right, title or interest in the Confidential Information of the other Party.
  1. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all previous and contemporaneous negotiations and understandings between the Parties, whether written or oral.

  1. CHANGES AND ADDITIONS‍

Changes and additions to this Agreement, including to this provision, must be in writing and duly executed by all Parties.

  1. SEVERANCE

If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, the remainder of that provision and all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.some text

  1. Governing Law and Disputessome
    1. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”).
    2. The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
    3. The seat of arbitration shall be Stockholm.
      The language to be used in the arbitral proceedings shall be English unless otherwise agreed.
    4. This contract shall be governed by the substantive law of Sweden.