• Scope
  • Definitions
  • Confidential Information
  • Confidentiality Obligations
  • Ownership and Rights of Use
  • Term and Confidentiality Period
  • Return of Confidential Information
  • Remedies for Breach of Confidentiality
  • No Warranties
  • Assignment
  • Place of Jurisdiction and Applicable Law
  • Miscellaneous
 Terms & Conditions                  GRYNGmbHSt. Annenufer 220457HamburgGermany  hereinafter individually “Party” orcollectively “Parties”   1.       Scope The Parties have an interest to conduct conversationsregarding the optimization of logistic processes in connection with a possible cooperation(hereinafter “Purpose”). The Parties may provide Confidential Informationfor the Purpose in accordance with clause 3 (Confidential Information). The ReceivingParty is aware that such Confidential Information has not been known before orwas readily accessible in its entirety or detail, thus, it consists of economicvalue. Therefore, the Disclosing Party has a legitimate interest in maintainingthe secrecy of the Confidential Information by means of appropriateconfidentiality measures.  2.       Definitions Affiliate:                                       Anylegal entity that directly or indirectly controls, is controlled by or is undercommon control with another party. For these purposes, “control” meansownership of more than 50% of shares or being entitled to appoint the board ofdirectors of a legal entity  Agreement:                                 This mutual Non-Disclosure-Agreement  Disclosing Party:                       Anynatural or legal person having legitimate control over the ConfidentialInformation and disclosing the Confidential Information            ReceivingParty:                       Anynatural or legal person to whom the Confidential Information is disclosed. TheReceiving Party has no control over the Confidential Information and is notauthorized to use or disclose such contrary to the Agreement. The disclosure ofConfidential Information does not result in the Receiving Party being theDisclosing Party as defined above            ThirdParty:                                Any natural or legal personother than the Parties  3.       Confidential Information3.1.     Confidential Information within the meaning of thisAgreement means any information (whether written, electronic, oral, digital orotherwise), including, but not limited to trade secrets, as defined in theGerman Business Secrets Act (GeschGehG) or the Directive (EU) 2016/943 of theEuropean Parliament and of the Council on the Protection of undisclosedknow-how and business information (Trade Secrets), disclosed by the DisclosingParty to the Receiving Party or any Affiliate of the Receiving Party for theaforesaid Purpose. Confidential Information shall include in particular: a)      Trade secrets, price and productinformation, business plans and strategies, financial planning, methods andpractices, manufacturing processes, documentation, know-how, ideas, inventions,patent applications and other proprietary rights, specifications, drawings,sketches, models, samples, tools, computer programs, technical information orother related information, business relationships, orders and offers, customerand prospect lists, personnel matters, as well as digitally embodiedinformation (data) and b)       any documents and information of the Disclosing Party whichare subject to technical and organizational confidentiality measures and whichare marked as confidential or which, by reason of the nature of the informationor the circumstances in which it was supplied are considered to be confidentialand c)       the existence of this Agreement and its content 3.2.     Confidential Information shall not include any portionof such information that a)       was known to the Receiving Party prior to itsdisclosure by the Disclosing Party as proven by documentary evidenceb)       is or becomes generally known or available to thepublic other than through the Receiving Partyc)       is lawfully obtained from a Third Party that has theright to make such disclosure   4.       Confidentiality Obligations 4.1.     The Receiving Party shall hold and maintainConfidential Information in strictest confidence and undertakes to use it onlyin connection with the Purpose.  4.2.     The Receiving Party will keep the ConfidentialInformation safe by using at least the same care and discretion that theReceiving Party uses with respect to its own trade secrets but in no case lessthan reasonable care and shall take necessary steps to prevent the ConfidentialInformation from falling into a public domain or into the possession of ThirdParties. 4.3.     The Receiving Party shall not make any of theDisclosing Party’s Confidential Information available in any form, to any ThirdParty other than the Receiving Party’s employees, Affiliates, subcontractors orconsultants with a need to know basis. In this case, the Receiving Party shallensure that all such Receiving Party’s employees, Affiliates, subcontractors orconsultants shall be bound by confidentiality obligations offering no less thanthe same level of protection of the Confidential Information as stipulated inthis Agreement.  4.4.     Any unauthorized disclosure or use of ConfidentialInformation by the Receiving Party’s employees, Affiliates, subcontractors orconsultants shall be deemed a breach of this Agreement by the Receiving Party.In this case, the Receiving Party shall be liable to the Disclosing Party tothe same extent as if the Receiving Party committed such breach itself. 4.5.     The Receiving Party undertakes to also protect theConfidential Information against unauthorized access by Third Parties in meansof appropriate confidentiality measures and to comply with the statutory andcontractual provisions on data protection when processing the ConfidentialInformation. This includes, in particular, technical and organizational measuresadapted to the current state of the art (Art. 32 GDPR) and the obligation ofemployees to maintain confidentiality and to observe data protection.  4.6.     The Receiving Party may disclose the ConfidentialInformation if such disclosure is required by applicable law or regulation,provided that the Receiving Party has previously deployed the Disclosing Party witha notice of disclosure sent in parallel to the written notice via e-mail andtakes reasonable and lawful steps to avoid and minimize the scope of thedisclosure and, if necessary, provides the Disclosing Party with all reasonableassistance in obtaining a protective order against the disclosure of all or anypart if the Confidential Information.  4.7.     This Agreement does not oblige any Party to discloseor receive Confidential Information.  5.       Ownership and Rights of Use 5.1.     The Disclosing Party has all rights of ownership, useand exploitation with regard to the Confidential Information. The DisclosingParty reserves the exclusive right to file an application for industrialproperty rights. The Receiving Party does not acquire any ownership or – exceptfor the use regarding the Purpose of this Agreement – any other rights of useto the Confidential Information (in particular, to know-how, patents or utilitypatents pending or granted thereon, copyrights or other property rights) on thebasis of this Agreement or otherwise on the basis of implied conduct.  5.2.     The Receiving Party agrees not to use ConfidentialInformation to manufacture or test any product embodying ConfidentialInformation, except this is necessary in connection with the Purpose. Inparticular, the Receiving Party refrains from exploiting or imitating ConfidentialInformation outside the Purpose by way of so-called “reverse engineering” andfrom applying for intellectual property rights, particularly trademarks,designs, patents or utility patents in connection with ConfidentialInformation. 6.       Term and Confidentiality Period 6.1.     This Agreement shall enter into force upon signature byboth Parties and shall remain in force for a period of one (1) year from theEffective Date. 6.2.     The nondisclosure obligations under this Agreement shallremain in full force and effect for a period of three (3) years from the dateof disclosure. The foregoing shall not apply to Trade Secrets, for which theobligation of confidentiality is maintained beyond that period, for as long asthe Confidential Information maintains its status as a Trade Secret.  7.       Return of Confidential Information 7.1.     Upon written request of the Disclosing Party, theReceiving Party shall be obliged to return, destroy or delete all ConfidentialInformation in its possession at Disclosing Party’s choice. The Receiving Partyshall confirm in writing the full performance of this obligation on request ofthe Disclosing Party. 7.2.     The obligation to return, destroy or delete theConfidential Information shall not apply to routinely made back-up copies ofConfidential Information in electronic form, which are periodically deleted, aswell as to documents or copies which are required to be kept by applicable lawand due to retention periods, provided, that any such documents or copies willbe destroyed after the expiry of the statutory retention periods. The provisionsof this Agreement shall remain in effect for all documents and copies retainedby the Receiving Party.  8.       Remedies for Breach of Confidentiality  The Receiving Party hereby acknowledges that a breachor threatened breach of any obligations under this Agreement may causeirreparable damages to the Disclosing Party for which monetary damages alonewould not adequately compensate the Disclosing Party. Therefore, the Receiving Partyagrees that, in addition to all other remedies available at law, the DisclosingParty is entitled to seek an injunction or other equitable relief for theenforcement of any such obligation.  9.       No Warranties The disclosure of Confidential Information and its scope shall be at thesole discretion of the Disclosing Party. Although the Parties will try toprovide such Confidential Information which they reasonably deem to be reliableand relevant, neither Party makes any representation or warranty as to theaccuracy or completeness of the Confidential Information. The Disclosing Partyassumes no liability whatsoever with respect to the use of the ConfidentialInformation by the Receiving Party. 10.    Assignment Neither Party will assign or transfer any rights or obligations underthis Agreement without the prior written consent of the other Party. Anyattempted assignment or transfer in violation of the foregoing shall be nulland void. 11.    Place of Jurisdiction and Applicable Law The provisions of this Agreement shall be governed in theirimplementation and interpretation by German law to the exclusion of the UnitedNations Convention on Contracts for the International Sale of Goods (CISG).Exclusive place of jurisdiction for disputes arising from or in connection withthe Agreement is Luxembourg, Luxembourg. 12.    Miscellaneous 12.1. This Agreement supersedes all prior agreements,whether written or oral, between the Parties and it may be amended orsupplemented in whole or in part only in writing. 12.2. Should any provision of this Agreement be or become invalidor unenforceable, this shall not affect the validity of the remaining provisions.In this case, the Parties undertake to agree on an effective regulation whichcomes closest to the invalid or missing agreement in an economically legallypermissible manner.  12.3. Type and scope of a possible cooperation shall beagreed separately between the Parties. This Agreement does not give any entitlementto the conclusion of a corresponding contract.
  • Scope
  • Definitions
  • Confidential Information
  • Confidentiality Obligations
  • Ownership and Rights of Use
  • Term and Confidentiality Period
  • Return of Confidential Information
  • Remedies for Breach of Confidentiality
  • No Warranties
  • Assignment
  • Place of Jurisdiction and Applicable Law
  • Miscellaneous