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CONFIDENTIALITY AGREEMENT EXECUTED BY AND BETWEEN

XXXXXXX, S.A. DE C.V., HEREIN REPRESENTED BY MR. XXXX XXXXX

XXXXX, HEREINAFTER REFERRED TO AS “XXXXXXX”, AND

KROMALABS, S.A. DE C.V., HEREIN REPRESENTED BY MS. MARIA

EUGENIA ROMAN GASPAR AND MR. ENRIQUE GARCIAS SEGURA,

HEREINAFTER REFERRED TO AS “KROMALABS”, UNDER THE

FOLLOWING REPRESENTATIONS AND ARTICLES.

REPRESENTATIONS

I. XXXXXX, S.A. DE C.V. hereby states through its representative that:

I.1 It is a company duly incorporated under Mexican law, according to Public

Instrument number XXXXXXX, dated XXXXX XX, XXXX, issued by Mr.

XXXXX XXXXX XXXXX, Notary Public number XXX for the Federal

District, duly registered in the Public Registry of Commerce for the Federal

District in commercial folio number XXXXX, dated XXXXX XX, XXXX.

I.2 Its representative is duly authorized and his authorities have not been revoked or

limited as of this date as evidenced with Public Instrument number XXXXXX,

dated XXXXXX XX, XXXX, issued by Mr. XXXXX XXXXX XXXX, Notary

Public XXX for the Federal District.

I.3 Its fiscal domicile is located at Av. XXXXXXX, Col. XXXXXXXX,

XXXXXXXXX, Distrito Federal, Postal Code XXXXXX.


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I.4 Its Federal Taxpayers Registry is XXXXXXXXXXXXX.

II. KROMALABS hereby states that:

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,

the company changed its name to KROMALABS, S.A. DE C.V.

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

perform under this Agreement.

II.3 Its Federal Taxpayers Registry is KRO550129991.

II.4 Its domicile is located at Calle Lateral 20, Col. Tequesquinahuac, Postal Code

54020, Tlalnepantla de Baz, Estado de México.

III. Both parties hereby state as follows:

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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proprietary information of both parties and, therefore, it is necessary to execute

this Confidentiality Agreement.

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

for up to 2 (two) years following the expiration of this Agreement.

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”),

excluding any information mentioned below:

a) Any information already known to the party receiving such Information

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

reception of the Information; or

b) When disclosed upon the terms of this document, such information is

publicly known for a reason other than non-compliance with the

provisions of this Article, which fact must be immediately evidenced at the

reception of the Information; or

c) After having been disclosed under the provisions of this document, it is

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

be immediately evidenced at the reception of the Information.

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

consent of the party providing such confidential information.


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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

when so required by the party owning such information.

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

Information to the other party.

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

copies taken from the same.

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

the law against the defaulting party.

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

there is reasonable cause not to.

4.0 WORK FOR HIRE

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

material delivered to or by KROMALABS are considered “work for hire” of XXXXXX.

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

of XXXXXXX, KROMALABS hereby agrees to sign and deliver to XXXXXXX all

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,

except for the development of any formula and/or formulation.

5.0 RELATIONSHIP BETWEEN THE PARTIES

KROMALABS hereby expressly acknowledges under oath that it provides similar

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

applicable to the relationship existing between KROMALABS and XXXXXXX.

6.0 JURISDICTION AND COMPETENCE

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

the location of their assets.

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,

two thousand and fifteen.


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KROMALABS, S.A. DE C.V. XXXXXXX, S.A. DE C.V.

MARIA EUGENIA ROMÁN GASPAR XXXXXXX XXXXXXX XXXX


AND ENRIQUE GARCIAS SEGURA Legal Representative
Legal Representatives

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