CONFIDENTIALITY AGREEMENT (NDA)

It is preliminarily stated that:

Whereas Affidaty S.p.A, hereinafter referred to as “Disclosing Party”, wishes to disclose to the Receiving Party useful and/or necessary technical and/or commercial information so as to allow the latter to elaborate and perform all services required by Affidaty S.p.A.

Now, therefore, the Parties agree as follows:

1) The preface above shall form an integral and substantial part of this agreement;

2) The Disclosing Party wishes to regulate the treatment of technical and/or commercial information transmitted orally or in writing according to the methods defined in this Agreement, regardless of the type of material support that the Disclosing Party considers more appropriate to use for the purpose;

3) In this Agreement, “Confidential Information” shall mean and include any information and/or data (hereinafter referred to as “Confidential Information”) disclosed by the Disclosing Party to the Receiving Party (and vice versa) in writing, orally, and by any other means and that is designated as confidential or that reasonably should be understood to be confidential by the Party that discloses it. Confidential information communicated orally shall be protected under this agreement only if identified as such while being communicated, and if subsequently written and submitted to the Receiving Party within thirty (30) days from the date of such communication;

4) The Disclosing Party’s Confidential Information shall not be used by the Receiving Party for purposes other than those specified in the subject-matter of this Agreement;

5) The Receiving Party shall take reasonable measures to prevent the dissemination of Confidential Information received from the Disclosing Party under the terms of this Agreement. When handling Confidential Information received from the Disclosing Party, the Receiving Party should use the same means and measures they use when receiving information of similar level of confidentiality. This level of confidentiality shall not be less than a reasonable standard of care;

6) The Receiving Party shall take reasonable measures to protect the Disclosing Party’s Confidential Information from being disclosed to members of its own organization, except for those employees who may have a need to know such Information for the purposes specified in the subject-matter of this agreement. The Receiving Party shall endeavor to ensure that members who are communicated this information, when necessary, abide by the same obligations under this agreement;

7) Irrespective of the duration of this Agreement, the Confidential Information shall be covered by the confidentiality requirement for forty-eight (48) months starting from the date of its communication;

8) Neither party shall be liable for any disclosure of Confidential Information or further restriction on use where the same information clearly a) came within the public domain, except through the acts or omissions of the Receiving Party; b) is approved for release by written authorization of the Disclosing Party or without violating this agreement whatsoever; c) was delivered by one Party to a Judicial or Administrative Authority in compliance with laws or regulations, or as required by the same Judicial or Administrative Authority. In such a case, the Receiving Party shall promptly notify the communicating Party immediately following the disclosure of the information, as well as assist it in the best way possible so as to limit the dissemination of such information;

9) Nothing herein shall be construed as granting or conferring the Receiving Party any rights by license or otherwise, nor as granting any right with respect to the Disclosing Party’s information delivered pursuant to this Agreement. Such information shall be and remain the property of the Disclosing Party. Each party shall endeavor, from now on, to ensure that the disclosure of confidential information relating to the subject-matter of this agreement is neither in violation of regulations in force nor detrimental to third party rights. Each party must indemnify and hold the other harmless against all damages, losses or costs arising from or in connection to a Party’s failure to abide by this obligation;

10) This agreement shall be valid for two (2) years starting from the date specified above. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed by the Parties.
Either Party may terminate this Agreement at any time by giving at least sixty (60) days prior written notice to the other Party. This is without prejudice to art. 7;

11) This agreement expresses the complete understanding of the parties with respect to the information exchanges for the purpose described in the preface and it shall supersede all prior written and/or oral agreements reached between the Parties for the same purpose;

12) Rights and obligations under this Agreement shall control over any additional notices or legends attached to the Confidential Information received. This is without prejudice to potential confidentiality classifications established by the law in force on National Security;

13) Upon termination of this agreement and upon written request of the Disclosing Party, the Receiving Party must either return to the Disclosing Party all tangible materials it has that contain the Confidential Information it received, including all originals and copies, or destroy them. In such a case, The Receiving Party shall certify such destruction by means of a written record and submit it to the Disclosing Party;

14) This Agreement and the rights hereunder shall not be sold, assigned or otherwise transferred. If one of the Parties were to be the subject of a potential purchase, merger, incorporation or reorganization, the successor shall abide by the obligations set out under this Agreement;

15) The failure of either Parties to exercise any right of this Agreement shall not affect the right of the Parties to exercise them subsequently nor operate as a waiver of such rights, unless the waiver is by an instrument in writing and signed by the Party holding such right;

16) Any disputes arising out of or in connection with the understanding or performance of, including alleged failures with regard to, this Agreement, that fail to be settled within 30 (thirty) days after written notification by one of the Parties of the beginning of such dispute shall be settled by means of the competent jurisdiction;

17) All disputes arising out of or in connection with the present Agreement shall be finally settled under, and are the sole responsibility of, the Court of Florence;

18) Each Party acknowledges that it has read, understands and approves the Agreement in full, without any templates, forms or general conditions provided unilaterally by one of them, as well as that, accordingly, arts. 1341 and 1342 c.c. (Civil Code) are inapplicable;

I have read and accept