New Internet Media

NIM NDA Standard


Mutual Confidentiality and Non-Disclosure Agreement

This Agreement is made effective as of this   by and between E-mail:  Wallet:  (“Partner”) and NEW INTERNET MEDIA Holding Harju Mmaakond, Tallinn, Kesklinna Llinnaosa, Narva mnt 5, 10117 ( referred as “Company” or NIM).

 

Recitals

        WHEREAS, Partner and NIM are considering entering into a business arrangement; and

        WHEREAS, Partner and NIM each desire to review and discuss certain proprietary and confidential information of the other party in connection with the analysis of potential business arrangements / a potential project relating to CopyrightCoins (the “Rightful Purpose”); and

        WHEREAS, Partner and NIM each desire that all of its confidential and proprietary information revealed to the other party be subject to the confidentiality and non-disclosure restrictions imposed by this Agreement.

Agreement

        NOW, THEREFORE, in consideration of the covenants set forth herein, the parties, intending to be legally bound, agree as follows:

 

  1. Definition of Confidential Information. The term “Confidential Information” means:
  • all information relating to the project which was shared in connection with the Rightful Purpose,
  • all other information relating to the parties’ business affairs, financial dealings, operations, commercial strategies and practices, technical information, product and trade information, clients and supplier information, goodwill and reputation, know-how, proprietary rights, designs, trade secrets and market opportunities,
  • all information that should be reasonably understood to be confidential under the circumstances of disclosure or the nature of the information disclosed,
  • all documents that contain, reflect or use any Confidential Information above which can be either disclosed, offered, delivered, copied, acquired by observation or participation and communicated either directly or indirectly orally, in writing, electronically, in machine readable form, text, drawings, financial models, projections, plans, specifications, analyses, compilations, comparisons, evaluations, studies, designs, applications, notes reports, records, extracts and any other means of representing or recording and recalling information.

 

  1. Restrictions on Use. The party providing Confidential Information in each case shall be called the “Disclosing Party” and the party receiving the Confidential Information shall be called the “Receiving Party”.  The Receiving Party shall not use, without the prior written consent of the Disclosing Party, any portion of the Disclosing Party’s Confidential Information for any purpose other than the Rightful Purpose. Each party agrees that: 

 

(a)  it will hold the Confidential Information of the other party in the strictest confidence;

(b)  it will exercise no less care with respect to the other party’s Confidential Information than the level of care exercised with respect to its own Confidential Information;

(c)   it will not, without the other party’s prior written consent, copy or disclose to any third party any portion thereof;

        (d)  it will notify immediately the other party of any unauthorized disclosure or use, and will cooperate with the other to protect all proprietary rights in and ownership of its Confidential Information; and

(e)  it will restrict the dissemination of the Confidential Information of the other party to only those persons within or related to its organization (directors, officers, employees, agents, contractors and advisors) who are directly involved and need to know such information for the Rightful Purpose, and who are bound by terms substantially similar to the terms set forth herein.

  1. Exceptions. The foregoing shall not prohibit or limit the Receiving Party’s use, disclosure, reproduction or dissemination of the Disclosing Party’s Confidential Information which:

(a)  is or becomes public domain information or material through no fault or breach on the part of the Receiving Party;

(b)  as demonstrated by the written records of the Receiving Party, was already lawfully known (without restriction on disclosure) to the Receiving Party prior to the information being disclosed to the Receiving Party by the Disclosing Party or any representative of the Disclosing Party;

(c)   has been or is hereafter rightfully furnished to the Receiving Party without restriction on disclosure by a third person lawfully in possession thereof;

(d)  has been independently developed, by or for the Receiving Party, without reference to the Confidential Information of the Disclosing Party; or

(e)  is requested or required to be disclosed, but only to the extent required, by court order of competent jurisdiction or any applicable judicial, governmental, supervisory, regulatory or self-regulatory body, or pursuant to applicable law, regulation or self-regulatory organization rules, provided that the Receiving Party notifies the Disclosing Party immediately after receipt of the request (or, in case this is prohibited by applicable law, as soon as legally allowed) so that the Disclosing Party may have a reasonable opportunity to obtain a protective order or another form of protection against disclosure.  Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including customer and employee information, so disclosed.

 

        It shall be presumed that any Confidential Information in the possession of the Receiving Party that has been disclosed to it by the Disclosing Party or any representative of the Disclosing Party is not within any of the exceptions above, and the burden is on the Receiving Party to prove otherwise by records and documentation.

  1. No License.  This Agreement shall not be construed as granting or conferring any rights (including any intellectual property (IP) rights) to either party by license or otherwise, expressly or implicitly, to Confidential Information, customer and employee information, or any invention, discovery or improvement made, conceived or acquired prior to or after the Effective Date.
  2. Termination. Each party agrees that, upon the termination of the cooperation, or at any time upon the request of the other party to this Agreement, it will promptly:

(a)  return or destroy, at the option of the requesting party, all originals and copies of all documents and materials it has received from the requesting party containing Confidential Information;

(b)  deliver or destroy, at the option of the requesting party, all originals and copies of all summaries, records, descriptions, modifications, negatives, drawings, adoptions and other documents or materials, whether in writing or in machine-readable form, prepared by it or prepared under its direction or at its request from the documents and materials referred to in subparagraph (a); and

(c)   provide a written statement to the requesting party certifying that all documents and materials referred to in subparagraphs (a) and (b) have been delivered to the requesting party or destroyed, as requested by the requesting party.

Notwithstanding the foregoing, the Receiving Party will be permitted to retain one copy of the Confidential Information for the purposes of and for so long as required by any legal or regulatory requirement, or for purposes of its internal or external compliance procedures, and Receiving Party will not be required to destroy or permanently erase any Confidential Information that forms part of an electronic back-up system which is not immediately retrievable as part of the day-to-day business; provided, that any Confidential Information retained pursuant to this provision shall remain subject to the obligations set forth in this Agreement which shall survive the expiration or termination of this Agreement.

 

  1. Equitable Relief. Each party agrees and acknowledges that any breach of this Agreement would cause the other party irreparable harm for which monetary damages would be inadequate. Accordingly, either party will be entitled to seek injunctive or other equitable relief to remedy any threatened or actual breach of this Agreement by the other party, as well as monetary damages.
  2. No Commitment. Nothing contained in this Agreement shall constitute a commitment by either party to the future cooperation, development or release of any future products or programs, and, provided the provisions of this Agreement are strictly observed, nothing in this Agreement shall restrict a party in its efforts to improve its existing products, services and systems and/or to conceive and develop new products and systems.  Additionally, this Agreement does not constitute or imply a commitment by either party to favour or recommend any product or service of the other party.
  3. Term and Termination. The obligations created by this Agreement shall survive for a period of five (5) years after the Termination of the cooperation/analysis/project.
  4. No Publicity. Neither party will announce or disclose the existence of this Agreement, or its contents, any discussions relating thereto, or the discussions of the business relationship being considered, to any third party without the prior written consent of the other party or except as may be required by law, in which case the party required to make such a disclosure will give the other party the maximum feasible prior notice of such disclosure.

 

  1. No Warranty. No warranties are made by either party under this agreement. Any information disclosed under this agreement is provided “as it is” and without any warranty, whether expressed or implied, regarding its accuracy, completeness or performance.

 

  1. Miscellaneous.  This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and assigns.  Any modifications to this Agreement must be in writing and signed by both parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to constitute one and the same Agreement.

 

  1. Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with Estonian law. The exclusive place of jurisdiction for all legal proceedings is the City of Tallinn, Estonia.

 

NIM:

PARTNER:

 

Date:

 

Date:

Name: Thor Pettersen

 

Name:  

 

Leave this empty:

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Signed by Thor Pettersen
Signed On: 06/05/2022


Signature Certificate
Document name: NIM NDA Standard
lock iconUnique Document ID: 16e9325db0a8b98b8f4e5d667845d2eb5334410c
Timestamp Audit
06/05/2022 15:42 CESTNIM NDA Standard Uploaded by Thor Pettersen - [email protected] IP 81.234.248.248