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non-disclosure agreement

AGREEMENT ("Agreement") is made and entered into as of 01/01/2024, by and between SOFTECH INTEGRATION S.L. organized and existing under the laws of Spain, with its principal place of business located at Paseo de Recoletos 5, 28009, Madrid, Spain, CIF number B13876024 hereinafter referred to as the "Disclosing Party," and subscriber, an individual/company registered at www.softech.es, hereinafter referred to as the "Receiving Party."

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WHEREAS, the Disclosing Party possesses valuable and confidential information, including but not limited to trade secrets, business strategies, financial data, product information, proprietary software, marketing plans, customer lists, and any other proprietary information related to its business operations; 

WHEREAS, the Receiving Party desires to receive such confidential information from the Disclosing Party for the purpose of evaluating potential investment opportunities; 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

(a) "Confidential Information" shall mean any non-public information, including, without limitation, trade secrets, business plans, financial data, product specifications, marketing strategies, customer lists, proprietary software, and any other proprietary or confidential information disclosed by the Disclosing Party to the Receiving Party.

(b) "Effective Date" shall mean the date on which the Receiving Party first receives any Confidential Information.

2. OBLIGATIONS OF CONFIDENTIALITY

(a) The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure, copying, or use of such information.

(b) The Receiving Party shall use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own confidential information of a similar nature.

(c) The Receiving Party shall not disclose, reproduce, or use the Confidential Information for any purpose other than the evaluation of potential investment opportunities.

(d) The Receiving Party shall restrict disclosure of the Confidential Information to its employees, agents, or representatives who have a need to know the information for the purposes described in this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCEPTIONS

(a) The obligations of confidentiality shall not apply to information that:

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(i) Was already known to the Receiving Party at the time of disclosure; (ii) Is or becomes publicly available through no fault of the Receiving Party; (iii) Is independently developed by the Receiving Party without reference to the Confidential Information; (iv) Is rightfully obtained by the Receiving Party from a third party without a duty of confidentiality.

4. DURATION OF CONFIDENTIALITY

The obligations of confidentiality set forth in this Agreement shall continue for a period of ten (10) years from the Effective Date.

5. USE OF CONFIDENTIAL INFORMATION

The Receiving Party agrees that it will use the Confidential Information only for the purpose of evaluating potential investment opportunities and will not use such information for its own benefit or the benefit of any third party.

6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon the Disclosing Party's written request or the termination of discussions between the parties, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control, and provide written certification of such return or destruction

7. GDPR COMPLIANCE

Both parties agree to comply with the General Data Protection Regulation (GDPR) in relation to any personal data shared during the course of discussions. The Receiving Party shall promptly inform the Disclosing Party of any data breaches related to the Confidential Information.

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Spain. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Madrid, Spain.

9. DISPUTE RESOLUTION

Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the [Arbitration Institution], and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

10. INJUNCTIVE RELIEF

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and the Disclosing Party shall be entitled to seek in junctive relief to prevent or curtail any such breach.

11. representations and warrenties

(a) The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to the Receiving Party and that such disclosure does not violate any applicable laws or contractual obligations.

(b) The Receiving Party represents and warrants that it will use the Confidential Information only for the purposes set forth in this Agreement and will take all necessary measures to prevent unauthorized disclosure.

12. GOVERNMENTAL AGENCY REQUESTS

If the Receiving Party becomes legally compelled to disclose any Confidential Information by any governmental agency or other entity, the Receiving Party shall promptly notify the Disclosing Party in writing prior to such disclosure and shall assist the Disclosing Party in seeking a protective order or other appropriate remedy.

13. REMEDIES

In addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek specific performance and injunctive relief for any breach or threatened breach of this Agreement.

14. NON-SOLICITATION

During the term of this Agreement and for a period of three (3) years thereafter, the Receiving Party agrees not to directly or indirectly solicit, recruit, or hire any employees, contractors, or agents of the Disclosing Party without the prior written consent of the Disclosing Party.

15. SURVIVAL

The obligations and rights of the parties under Sections 2 through 14 of this Agreement shall survive the termination of this Agreement.

16. MISCELLANEOUS

(a) This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.(b) No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.(c) The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Extended Comprehensive Confidentiality and Non-Disclosure Agreement as of the Effective Date.

SOFTECH INTEGRATION S.L

Paseo de Recoletos 5, 28009, Madrid, Spain

CIF NUMBER B13876024

Represented by Ognjen Lukic, founder.