WHEREAS, Vendor is a prospective or current service provider of WK, and as part of the services to be performed by Vendor and the negotiation of any agreement for the performance of such services, WK may disclose to Vendor certain Confidential Information (as defined below); and
WHEREAS, WK and Vendor agree to use such Confidential Information solely for the Permitted Purpose, and to keep such Confidential Information confidential; and
NOW THEREFORE, for and in consideration of the mutual promises herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, WK and Vendor agree as follows:
1. Confidential Information: “Confidential Information” means information that is confidential, proprietary or otherwise not generally available to the public, which the receiving Party (“Receiving Party”) has obtained from the disclosing Party (“Disclosing Party“), or which has been or may be developed by the Receiving Party for the Disclosing Party, whether or not such information is marked or designated as “confidential” and regardless of how or when disclosed. Without limiting the foregoing, Confidential Information can be described as and includes: technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, sales information, and current or future business plans and models.
Confidential Information does not include:
a. any information that is publicly available (other than due to a breach of this Agreement by the Receiving Party);
b. is already known by the Receiving Party prior to disclosure hereunder;
c. is independently developed by the Receiving Party; or
d. becomes available to the Receiving Party through third parties to the extent that the Receiving Party is unaware of any obligation of confidentiality owed by such third parties to the Disclosing Party with respect to such information.
3. Non-Disclosure: The Receiving Party shall limit disclosure of Confidential Information within its own organization to its and its affiliates’ directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) except:
a. as specifically authorized in writing by the Disclosing Party;
b. as required by law or if compelled by order of any court or governmental agency or if required by any applicable stock exchange regulations; or
c. in connection with any legal action between the Parties hereto with respect to this Agreement.
4. Disposition of Confidential Information: Upon termination of this Agreement by one Party giving notice to the other of such termination, or either Party’s decision not to pursue an agreement for the Permitted Purpose (whereupon this Agreement will expire), the Receiving Party will promptly destroy or return to the Disclosing Party all Confidential Information in its possession or control, including any copies, memoranda, writings, models, compilations or other work product based upon, containing or otherwise reflecting any Confidential Information. Any Confidential Information that is not returned or destroyed, including any oral Confidential Information, will continue to be kept confidential and subject to the obligations of confidentiality under this Agreement for a period of twenty-four (24) months following the termination or expiry of this Agreement.
5. Intellectual Property: This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either Party any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any patent, copyright, trademark, trade secret or other intellectual property rights is granted or implied by this Agreement.
6. Limited Agreement: Both Parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either Party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
7. Remedies: If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that the non-breaching party may have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided, however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.
8. No Warranties: Each Party acknowledges that the other Party has not made and does not make any representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information, and that the Disclosing Party has no liability to the Receiving Party for damages, claims or losses resulting from the use of the Confidential Information.
9. No Assignment: No Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
10. Commission Agreement: The Vendor is to provide 10% commission on all orders placed through Worldwide Kids GmbH or placed directly by clients recommended via Worldwide Kids GmbH. The vendor is to provide on-going support such as up to date catalogues, prices and product details (if applicable). All parties are to keep clear lines of communications and provide updates until all services have been completed or goods have been delivered.
11. General: This Agreement states the entire agreement between the Parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both Parties. This Agreement is made under and shall be construed according to the laws of Switzerland. In the event that this Agreement is breached any and all disputes must be settled in a court of competent jurisdiction in Switzerland. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole. This Agreement shall be binding on the Parties and each of their successors and assigns.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date last signed below.
Worldwide Kids GmbH:
Lal Askar, General Manager
Signature of Vendor Representative ("Vendor")