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Non Disclosure Agreement

Non-Disclosure Agreement

(the "Agreement")



- [...] are hereinafter jointly referred to as the „Parties“, and individually referred to as a „Party“ -.


(1) WHEREAS; and

(2) WHEREAS [...] (the “Transaction”); and

(3) WHEREAS, desire to obtain certain confidential information regarding [...] for the limited purpose of examining said confidential information and determining [...]; and

(4) WHEREAS, willing to provide such confidential information to this limited purpose and under the terms and conditions set forth herein; and

(5) WHEREAS, acknowledge that invested substantial funds and effort in developing the Confidential Information; and

(6) WHEREAS and have entered into negotiations concerning the Transaction; and

(7) WHEREAS in the course of the negotiations received and/or will receive Confidential Information (as defined below under ) from which desire to treat as confidential; and

(8) WHEREAS this Agreement sets out the terms and conditions under which will make Confidential Information available to , in particular how Confidential Information should be treated by , officers, directors, stockholders, members, affiliates, employees, investment banks, credit institutions and advisors and agents (the "Representatives").

NOW THEREFORE, in consideration of the negotiations and cooperation and delivery of the Confidential Information by , the Parties agree as follows:

Final Provisions

§ 1 This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns.

§ 2 Under this Agreement, do not wish to receive any confidential information from , and assume no obligation, either express or implied, with respect to any information disclosed by .

§ 3 may not for a period of 6 years following the date of this Agreement, directly or indirectly solicit, influence or entice, or attempt to solicit, influence or entice, any officer, director, employee, consultant, customer, distributor, partner, joint venturer or supplier of to cease his or her relationship with or solicit, influence, entice or in any way divert any officer, director, employee, consultant, customer, distributor, partner, joint venturer or supplier of to do business directly with or in any way become associated with or any competitor of .

§ 4 This Agreement shall comprise the entire agreement between the Parties concerning the subject matter hereof and supersede and replace all oral and written declarations of intention made by the Parties in connection with the contractual negotiations. Changes or amendments to this Agreement (including this § 2) must be made in writing unless any stricter form is legally required. No provision of this Agreement may be modified, terminated or waived except by an express writing signed by the parties. No waiver will constitute a waiver of any other future breach. Failure to enforce any provisions of this Agreement by a party shall not constitute a waiver of any term of this Agreement by such party.

§ 5 This Agreement was accepted in and shall be governed and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of law and the UN Convention on the Sale of Goods, the exclusive forum of the adjudication of any disputes arising hereunder shall be the State and Federal Courts within the State of New York, County of New York, where the parties consent to jurisdiction, to the extent mandatory conflict of law rules do not oppose. The parties agree that services of process may be made, in addition to any other manner permitted by law, by registered mail, postage prepaid, or by personal service within or without the State of New York, to the addresses set forth above. Each of the parties expressly and irrevocably waive to the fullest extent permitted by law, any objection which it may now have or hereafter may have to the laying of venue of any litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

§ 6 All notices required or permitted pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed electronic mail or fax if sent during normal business hours of the recipient; if not, then on the next business day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery. Notices shall be sent to the addresses set forth at the beginning of this Agreement or such other address as either party may specify in writing.

§ 7 If any provision of this Agreement shall be held by a court of competent jurisdiction to be fully or partly illegal, invalid or unenforceable, the remaining provisions of this agreements shall remain in full force and effect. The same shall apply in the event that the Agreement contains any gaps. The invalid or unenforceable provision or the gap shall be replaced respectively filled by such appropriate provision that, to the extent legally permissible, comes closest to the actual or assumed intention of the Parties as of the Signing Date or the date of the amendment of this Agreement, as the case may be, in case they had taken such issue into account.

IN WITNESS WHEREOF, the parties have executed this Agreement or caused it to be executed in their names and on their behalf by their duly authorized representatives.

Party A --------------------------------------------------------------- Party B


Witness ______________________________________

Disclaimer: This document is not to be taken as legal advise.

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NDA- non disclosure agreement
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