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REPRESENTATIONS
XXXXX XXXXX XXXXX, Notary Public number XXX for the Federal
District, duly registered in the Public Registry of Commerce for the Federal
I.2 Its representative is duly authorized and his authorities have not been revoked or
dated XXXXXX XX, XXXX, issued by Mr. XXXXX XXXXX XXXX, Notary
II.1 It is a company duly incorporated under Mexican law as evidenced with Public
Instrument number 29,641, dated January 29, 1955, issued by Mr. Raul Falomir,
Notary Public 59 for the Federal District, and registered in the Public Registry of
Commerce for the Federal District in commercial file 122, volume 334, book 3.
By means of Public Instrument number 127,675, dated January 17, 2008 issued
by Mr. Ignacio Soto Borja y Anda, Notary Public 129 for the Federal District,
II.2 It has all the means, economic, technical and human resources and the necessary
expertise to comply with the obligations derived from this Agreement as well as
all permits, licenses, registries and/or any other type of authorizations and/or
concessions required for the legal performance of the activities it binds itself to
II.4 Its domicile is located at Calle Lateral 20, Col. Tequesquinahuac, Postal Code
III.1 Due to the fact that KROMOLABS shall submit an economic proposal to
manufacture certain products for XXXXX, both parties shall be aware of the
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III.2 There are no flaws of consent affecting the validity of this Agreement.
According to the above, both parties hereby agree to be subject to the provisions of the
following
ARTICLES
1.0 PURPOSE
Each party binds itself to honor and keep in strict confidence the information owned by
the other party and that may be disclosed by virtue of the services that KROMALAB may
provide to XXXXXXX.
2.0 TERM
This Agreement shall have a term of existence of 3 (three) years as from its date of
execution. However, the confidentiality obligations herein contained shall remain in force
III.0 OBLIGATIONS
3.1 For the purposes of this document, Information shall mean any commercial,
financial, technical and operational information or any other information that any the
parties may deliver to the other partyfor a quotation or a proposal or which had been
disclosed or in any other manner made available in writing from one party to the other or
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to any person on its behalf, to which it may have given access (any disclosure or access to
the Information shall be understood for the purposes of this document as a “Disclosure”),
before the Disclosure, duly evidenced in the written records of such party
that it was entitled to use, which fact must be evidenced immediately at the
known by any third parties through its publication or for a reason other
than non-compliance with the provisions of this Article, which fact must
3.2 Any disclosure of Information shall be exclusively made for the purposes of a
quotation or a review. None of the parties shall use or allow the use of the Information for
any other purpose without the prior written consent of the other party.
3.3 Both parties bind themselves to treat the information provided by the other party
in strict confidence and not to disclose it to any third parties without the prior written
3.4 The Information of each of the parties shall belong to them and all documents,
tapes, discs, photographs, drawings, models or the like containing any Information as
well as any copies taken from such Informationmust be returned by the respective party
3.5 Notwithstanding the above, the parties shall not be bound to return the
Information received while the Information is being used for quotation purposes, except
in the event that any of such parties had disclosed any Information in compliance with the
provisions of this Agreement, in which case the defaulting party must return the
3.6 Both parties shall provide adequate safekeeping for all documents, materials and
things constituting the Information, while the same is under its custody or control, and
shall make itself sure to take all necessary and appropriate safety precautions to safeguard
the confidentiality of the Information and restrict access to such Information. Any party,
when so required by the other party, shall destroy all Information together with any
3.7 Both parties shall become certain that any subcontractor,consultant, agent,
representative or any other person informed of or to whom the Information shall have
been delivered keeps the confidentiality of the same as if such party had entered an
agreement with any of the parties to this Agreement upon the same terms mutatis
mutandis than the terms of this Agreement. Prior to the delivery of the Information to the
persons herein indicated, a written authorization by the party owning the Information
must be given.
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3.8 The obligations herein contained shall be in addition to and not in substitution of
any obligation set forth by the law. Such obligations shall remain in full force and effect
even when all or some of the documents, materials or the like that constitute the
Information had been returned to the party owning the Information or the purpose for
which such Information was disclosed had been abandoned, terminated or lapsed.
3.9 Both parties hereby acknowledge and agree that due to the confidential nature of
the Information, the payment of any damages and losses would not be an adequate
remedy for the noncompliance with the disclosure of the terms of this Agreement and,
therefore, they agree that they shall be authorized to exercise any actions derived from
3.10 Nothing provided for in this Agreement shall restrict any of the parties or its
affiliates from disclosing the Information when the same is required by the law or by any
authority or else for any accounting or tax purposes. In this case and to the extent
possible, the required party shall inform the other party about the information to be
disclosed and such party must not withhold its consent to disclose the Information unless
KROMALABS and XXXXXX hereby acknowledge that upon the terms of Article 83 of
the Federal Copyright Law, all results and products obtained from the Project and all
Therefore, XXXXXX is and must be considered as the author of such materials and
holder of all industrial property rights and/or copyrights, including any rights and
authorities referred to in Articles 83 and 27 of the Federal Copyright Law, except for the
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development of any formulae that the parties hereby agree shall belong to the party
developing or making them. In any case, the developed formula may be owned by the
other party by means of a written agreement and the respective payment. At the request
documents and perform any acts that XXXXX may consider necessary in order to
comply with the intention of this paragraph or to exercise the rights granted hereunder,
services to certain individuals and legal entities for which reason none of the figures set
forth in Articles 12, 13, 15 or any other Article of the Federal Labor Law shall be
6.1 For the construction of and compliance with this Agreement, as well as for
anything not expressly provided herein, the parties submit themselves to the jurisdiction
of the competent courts for Mexico City, Federal District, expressly waiving any
jurisdiction that may correspond to them by reason of their present or future domicile or
Once this Agreement was read by the parties and being aware of its contents and legal
scope, they sign it in Mexico City, Federal District, on the XXXXXXX day of XXXXX,