To ensure absolute confidentiality, all staff members of Denglisch Docs GmbH (a division of Metanoia Editing Inc.), including freelance partners, including but not limited to its editors, proofreaders, translators, and copywriters, are obligated to maintain confidentiality. You can therefore be assured that your data and written works are confidential, even if no explicit further agreement has been concluded between us.
This non-disclosure agreement (the ‘Agreement’) is ongoing and made between the client (the ‘Disclosing Party’) and Denglisch Docs (the ‘Receiving Party’), collectively referred to as the ‘Parties,’ for the purpose of preventing any unauthorised disclosure of ‘Confidential Information’ as defined below.
The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to its industry and/or subject matter, which is hereinafter referred to as Confidential Information of the Disclosing Party.
I. Definition of Confidential Information
For all purposes of this Agreement, the term ‘Confidential Information’ shall collectively refer to all information or material disclosed or provided by the Disclosing Party, either orally or in writing, to the Receiving Party, including any information or material that has or could have commercial value in the business in which the Disclosing Party is engaged and pertains to tangible and intangible goods or services including intellectual property and trade secrets as well as ongoing or planned operations.
II. Exclusions from Confidential Information
Notwithstanding the foregoing, Confidential Information shall not include information or material that (i) is or becomes generally known or available to the public at large through no negligent act or omission of either party; (ii) was already in the possession of or known to the Receiving Party prior to being disclosed or provided by the Disclosing Party; (iii) is lawfully obtained, without a duty of confidentiality, from a third party that rightfully makes such disclosure without breach of a duty of confidentiality or other wrongful act by the Receiving Party; (iv) is independently developed by the Receiving Party without reference to the Confidential Information.
III. Obligations of Receiving Party
The Receiving Party shall carefully restrict access to the Confidential Information of the Disclosing Party to its employees, attorneys, and contractors that have a need to know such information in order for the Receiving Party to exercise or perform its rights and obligations under this Agreement. Any third-party contractors given access to Confidential Information shall be required to sign a written non-disclosure agreement at least as protective as this Agreement.
The Receiving Party hereby agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information and shall not make any use whatsoever at any time of such Confidential Information except to evaluate internally its relationship with the Disclosing Party or to process materials submitted by the Disclosing Party as agreed upon.
IV. No License
Nothing contained in this Agreement shall be construed as any assignment of, or granting or conferring to the Receiving Party, any rights or license or otherwise, either expressly or by implication, in or to any Confidential Information disclosed by the Disclosing Party to the Receiving Party as a result of this Agreement, including, without limitation, any intellectual property rights in and to the Confidential Information, rights or license under any present or future patent, patent application, copyright, trademark, service mark, trade secret, or other proprietary information owned, licensed, or controlled by the Disclosing Party.
All Confidential Information disclosed to the Receiving Party shall be and remain the property of the Disclosing Party. Upon the written request by the Disclosing Party at any time, the Receiving Party shall immediately return to the Disclosing Party all Confidential Information (including all originals, copies, reproductions, and summaries of such Confidential Information).
V. No Partnership
This Agreement shall not be construed as a joint venture, pooling arrangement, partnership, teaming effort, or agency arrangement between the Parties and shall not obligate either Party to enter into a business arrangement with the other Party. No such obligation shall exist until the Parties enter into a separate definitive written agreement.
VI. Term of Agreement
The confidentiality provisions of this Agreement shall survive the termination of this Agreement. The Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret.
This Agreement may not be amended without the written consent of each Party and expresses the entire understanding between the Parties relative to the protection of Confidential Information or with respect to the subject matter and supersedes all prior and collateral agreements, communications, reports, and understanding between the parties in respect thereto.
The headings in this Agreement are for reference purposes only and shall not limit or otherwise affect the meaning of the provisions.
VIII. Governing Law
This Agreement shall be governed by the laws of the jurisdiction in which the Receiving Party is located, and the parties agree to submit disputes arising out of or in connection with this Agreement to the courts in the jurisdiction of the Receiving Party.