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NON-DISCLOSURE
AGREEMENT
ACORDO DE
CONFIDENCIALIDADE
and
Forte Fixadores Ltda. ME
e
Forte Fixadores Ltda. ME
(a "Parte Receptora")
WHEREAS
CONSIDERANDO QUE:
A.
A.
B.
B.
C.
C.
MBITO E FINALIDADE
1.1
1.1
1.2
1.2
RESTRICTED
such disclosure is made by or on behalf of the
Disclosing Party or by or on behalf of the Disclosing
Partys Affiliates.
1.3
2.1
2.1
2.2
2.2
CONFIDENCIALIDADE, NO USO E NO
EXPLORAO
3.1
3.1
3.2
3.2
RESTRICTED
(c) third Parties (other than those mentioned in
items a and b above), including but not limited to
sub-suppliers and sub-contractors, provided that (i)
the Recipient Party has received prior written
approval of such disclosure from the Disclosing
Party; and (ii) the relevant third party prior to such
disclosure has signed an undertaking agreeing to
be bound by the terms and conditions of this
Agreement.
3.3
3.3
3.4
3.4
4
4.1
EXCEPTIONS
The restrictions on use and disclosure of
Confidential Information set forth in this Agreement
are not applicable to any part of the Confidential
Information which:
4
4.1
EXCEES
As restries de utilizao e divulgao de
informaes confidenciais estabelecidas no presente
Acordo no so aplicveis a qualquer parte da
Informao Confidencial que:
a) antes
da
data
de
divulgao
estava
genericamente disponvel ao pblico ou que
posteriormente tenham passado a estar disponveis
ao pblico exceto se atravs de ato ilegal por parte
da Parte Destinatria ou algum pela qual a Parte
Destinatria seja responsvel;
RESTRICTED
4.2
4.2
RETURN
OR
DESTRUCTION
CONFIDENTIAL INFORMATION
DEVOLUO
OU
DESTRUIO
INFORMAES CONFIDENCIAIS
5.1
5.1
5.2
5.2
5.3
5.3
6
6.1
OF
NO WARRANTY
All Confidential Information is provided as is
and this Agreement does not grant any warranty,
guarantee, or representation with respect to any
exchanged information, or its accuracy, adequacy
or suitability for any particular purpose. The
6
6.1
DE
AUSNCIA DE GARANTIA
Toda Informao Confidencial ser fornecida
como estiver no momento e o presente Acordo no
concede qualquer garantia ou declarao com
relao a qualquer informao trocada, sua
preciso, adequao ou aptido para qualquer
RESTRICTED
Disclosing Party disclaims and excludes any and all
liability for damages resulting from the Recipient
Party's reliance on or use of the information
provided hereunder.
7
7.1
EXPORT CONTROL
Each Party agrees to comply with all applicable
export control laws and regulations. Without limiting
the foregoing, and in addition to the other
limitations on disclosure set out herein, each Party
agrees that any transfer or disclosure of received
information which requires an export license will not
be made without the authority of such an export
license.
BREACH
CONTROLE DE EXPORTAO
As Partes concordam em cumprir com todas as
leis e regulamentos de controle de exportao
aplicveis. Sem limitar o acima exposto, e sem
prejuzo das outras limitaes divulgao
estabelecidas neste Acordo, as Partes concordam
que qualquer transferncia ou divulgao de
informaes recebidas que requeiram uma licena
de exportao no ser realizada sem tal licena de
exportao.
VIOLAES
8.1
8.1
8.2
8.2
8.3
8.3
8.4
8.4
9
9.1
CONTACT
The Recipient Party may designate in writing
one or more individuals within its organization as
the primary contact person(s) for receiving
Confidential Information.
9
9.1
CONTATO
Cada Parte poder designar, por escrito, um ou
mais indivduos dentro de sua organizao como
pessoa de contato primrio (s) para que recebam
Informaes Confidenciais.
RESTRICTED
10
10
PRAZOS E RESCISO
10.1
This Agreement shall come into force on
September 10, 2014
10.2
In the event the Agreement is attached as an
appendix to or otherwise incorporated by reference
into a contract, including but not limited to a
consultancy agreement, product development
agreement or purchase agreement, between the
Parties, the term of this Agreement shall be
coextensive with the term of such contract and this
Agreement shall thus expire upon expiry of the
contract. However, regardless of the expiry of such
contract, this Agreement shall not expire if and for
as long as the Parties continue to in fact
cooperate on and exchange information in
connection with the Project, unless this Agreement
has been replaced by another non-disclosure
agreement.
10.3
Except as set out in Clause 10.2, this
Agreement shall expire five (5) years after the
effective date of this Agreement.
10.4
Any and all obligations with respect to
Confidential Information placed upon the Recipient
Party shall survive expiry of the Agreement and
remain in force for additional five (5) years from the
date of expiry.
11
11
11.1
This Agreement shall be governed by and
construed exclusively in accordance with the
Brazilian law.
11.2
Except when there has been a default which
allows the other party to initiate expedited judicial
collection proceedings pursuant to Brazilian law
(execuo judicial), any dispute or claim (a
Dispute) arising from or in connection with this
Agreement shall be settled by arbitration in
accordance with the provisions contained herein
and in accordance with the Rules of Arbitration of
the International Chamber of Commerce in effect at
the time of the arbitration (Rules), in the context of
an arbitration administered by the International
Chamber of Commerce (ICC). In the event of any
conflict between the procedures herein and the
Rules the procedures herein shall control. The
seat, or legal place, of arbitration shall be So
Paulo, Brazil. The language to be used in the
arbitral proceedings shall be English. All aspects of
the arbitration shall be treated as Confidential
Information subject to the terms of this Agreement.
11.3
The arbitrators may not award non-monetary,
injunctive or other equitable relief of any sort;
however, such relief shall be available to the
Parties where appropriate from a court of
competent jurisdiction. The arbitrators shall have
no power to award (i) damages inconsistent with
the terms of the Agreement, or (ii) punitive
damages or any other damages not measured by
RESTRICTED
the prevailing Partys actual damages
11.4
In the event the Rules are silent on any
procedural aspect they shall be supplemented by
the relevant procedures of Federal Law No. 9,307,
of September 23, 1996. The arbitration tribunal
shall consist of three (3) arbitrators, of whom one
(1) shall be nominated by Vestas, one (1) by the
Counter Party and the third arbitrator, who shall
serve as chairman, shall be chosen by the two
appointed arbitrators, or, in the event the two
appointed arbitrators are unable to designate the
third arbitrator, such arbitrator shall be appointed
within the subsequent period of ten (10) days in
accordance with the Rules. The arbitration tribunal
shall pronounce the award within six (6) months as
from the date the arbitral procedure was initiated.
11.5
The award of the arbitrators shall be final and
binding. The Parties waive any right to appeal, to
the extent that a right to appeal may lawfully be
waived. Each Party retains the right to seek judicial
assistance: (a) to compel arbitration; (b) to obtain
interim measures of protection rights prior to the
institution of pending arbitration and any such
action shall not be construed as a waiver of the
arbitration proceedings by the Parties; (c) to
enforce any decision of the arbitrators, including
the final award.
11.6
In any arbitration or litigation to enforce the
provisions of this Agreement, the prevailing Party in
such action shall be entitled to the recovery of its
reasonable legal fees and expenses (including
reasonable attorneys fees and legal costs), fees of
the arbitrator, costs and expenses such as expert
witness fees, as fixed by the arbitrator or court
without necessity of noticed motion.
11.7
Each of the Parties hereby irrevocably
consents and agrees that any legal action or
proceedings brought to enforce any arbitral award
granted pursuant to this Section 11 (Dispute
Resolution) and in respect of any application for
non-monetary, injunctive or other equitable relief
may be brought in the Central Court of the City of
So Paulo, State of So Paulo.
12
12
MISCELLANEOUS
DIVERSOS
12.1
This
Agreement
contains
the
entire
understanding between the Parties, superseding all
prior
communications,
agreements
and
understandings between the Parties with respect to
the subject matter of this Agreement.
12.2
Delay or failure of a Party to take any action
under this Agreement shall not in any way affect,
limit or waive the right of that Party thereafter to
enforce and demand strict compliance with each
and every condition hereof, unless a waiver is
made expressly and in writing.
RESTRICTED
12.3
No change, modification, alteration or addition
to any provision of this Agreement shall be binding
unless in writing and signed by an authorized
representative of each Party.
12.4
Unless otherwise agreed, any notice given
under this Agreement must be in writing and (i)
delivered personally to the addressee; (ii)
transmitted by recognized courier service; or (iii)
transmitted by postage prepaid registered or
certified mail (airmail if international), return receipt.
Notice shall be deemed given upon delivery at the
address of the relevant Party.
12.5
If any provision of this Agreement is held
illegal, invalid or unenforceable in whole or in part
in any jurisdiction, this shall not affect the validity or
enforceability in that jurisdiction of any other
provision of this Agreement or the validity or
enforceability of that provision or any other
provision in any other jurisdiction. The Parties shall
in good faith negotiate replacement provisions
which in a legal, valid and enforceable way to the
nearest extent reflect the original intent of the
Parties.
12.6
This Agreement has been drafted in the
English and Portuguese languages. In the event of
any conflict between both versions, the English
version shall prevail.
____________,
on____________20__
So
Paulo, 25 em
Setembro de 2014.
[Insert
the Recipient
Vestasname
Wind of
Systems
A/S. Party]
_________________________________________
Name:
Title:
__________________________
____________________________________________
Name:
Nome:
Title:
Cargo:
__________________________________________
Forte Fixadores Ltda. ME
__________________________________________
Forte Fixadores Ltda. ME
_________________________________________
Name: Maurcio Silva
Title: Director
____________________________________________
Name:
Nome: Maurcio Silva
Title:
Cargo: Diretor