The respective contract partners intend to cooperate in the field of search engine optimization / link building / online marketing /. In the run-up to establishing business relationships, it is often necessary for the contracting parties to disclose mutually sensitive information. In order to protect the respective contractual partner, they are subject to absolute secrecy and confidentiality (duty of confidentiality). This agreement also applies if the intended business relationship does not materialize. There is general agreement that the other contract partner has developed its intellectual property with considerable business effort. It is therefore of mutual interest to protect each other’s intellectual property and to deny third parties access to it. The contractual partner entrusting the other with discreet information reserves the right to register its own property rights in the subject matter of this confidential information.
§1 definition
“Contracting Parties” means the parties to this Confidentiality Agreement. “Confidential Information” is any information exchanged between the contracting parties in written, oral, electronic or any other form that is marked or identified as secret or confidential. This includes in particular data, drawings, photographs, other illustrations, designs, sketches, plans, descriptions, specifications, measurement results, calculations, experiences, ideas, procedures, samples, knowledge and processes, as well as other unpublished applications for industrial property rights, work results, sales figures, Business and financial plans, customer data and prices.
§2 duty of confidentiality
The contracting parties are obliged to provide you with the purpose stated in the preamble
information provided in writing, orally or otherwise, either directly or indirectly, or has become known in any other way, in particular of a technical or official nature, which has been marked as confidential or where the need for confidentiality arises from the circumstances ,
a) be treated confidentially;
b) To be used only for the above purpose, in particular not to be published, for
Register a property right or use it yourself;
c) not to pass it on to third parties or otherwise make it accessible;
d) To protect with all necessary precautions to prevent access by third parties
is avoided;
e) To only make available to employees who work in connection with the purpose stated in the preamble and who are also obliged to maintain confidentiality. This applies to you in the event that an employee leaves the service during the term and validity of this agreement.
§3 Exceptions to the Duty of Confidentiality
The obligations of confidentiality on which this contract is based do not exist for information that can be shown to be known to the other contracting party prior to notice, was known to the public prior to notice, or was generally available, or which the contracting party has demonstrably developed independently of knowledge of the confidential information or has had it developed. The burden of proof for the exceptions referred to in this paragraph lies with the contractual partner, who invokes them.
§4 Use Restriction
Both parties agree to use the disclosed sensitive information only for their business relationships. This contract does not confer any rights on the contractor. In particular, property rights, license rights, replication rights, usage rights or other industrial property rights or options remain with the contractual partner, who owns them at the conclusion of this contract.
§5 period of validity
This contract enters into force upon signature by both parties and ends 2 years thereafter
Date of last signature
§6 handling / return of confidential information
Upon termination of this agreement, the contractual partners shall return all information received upon request and destroy the copies made. There is no right of retention.
§7 Deputy Agents
The contractual partners become their employees and all other persons,
have knowledge of the confidential information exchanged, enforce the obligations of this contract and ensure that these obligations are fulfilled
§8 liability
The contractual partners are not liable for the information provided.
§9 due diligence and compensation
The contracting parties undertake to use the information received with their own data
Applies to due care, but in any case with the care customary in handling relevant matters to protect them from unauthorized disclosure or use. Liability for breaches of confidentiality and for consequential damages is limited to the amount of foreseeable damages. The aforementioned limitation of liability does not apply to damages resulting from willful or malicious conduct.
§10 formal requirements
No side agreements have been made. Changes and additions to this contract must be made in writing. This formal requirement can only be deviated from in writing.
§11 Applicable Law
All disputes arising out of or related to this arrangement
result, are subject to the law of the Federal Republic of Germany. Power for everyone
Disputes arising from this agreement are Willemstad, Curaçao.
§12 Severability Clause
Should any provision of this Agreement be or become invalid or should this Agreement contain a loophole, this shall not affect the validity of the remaining provisions. Instead of the ineffective provision, an effective provision is deemed to have been agreed that comes closest to the economically desirable one agreed upon by the contracting parties; the same applies in the case of a loophole.
