Non-disclosure agreement (NDA)

NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (hereinafter the "Agreement") has been entered into in [City where the contract is signed] on [Contract date] between the following parties:

1. PARTIES

1.1 Party 1:
[Party 1 name/company]
Registry code / personal identification code: [Party 1 registry code / personal identification code]
Address: [Address of party A]
E-mail: [Party 1 e-mail]
(hereinafter "Party 1")

1.2 Party 2:
[Party 2 name/company]
Registry code / personal identification code: [Party 2 registry code / personal identification code]
Address: [Address of party B]
E-mail: [Party 2 e-mail]
(hereinafter "Party 2")

1.3 Under this Agreement, both Parties may disclose confidential information to each other, and each Party has the obligations of both the Discloser and the Recipient under this Agreement. With regard to specific information, the Party disclosing it is deemed the "Discloser" and the Party receiving it the "Recipient".

2. PURPOSE AND SUBJECT MATTER OF THE AGREEMENT

2.1 The Parties enter into this Agreement for the following purpose: [Purpose of disclosing the information] (hereinafter the "Purpose").

2.2 The subject matter of the Agreement is the procedure for keeping, using and protecting Confidential Information with regard to information that has become or becomes known to the Recipient in connection with the Purpose, regardless of whether the information was disclosed before or after the conclusion of the Agreement.

2.3 The Agreement does not oblige either Party to disclose information or to enter into other contracts in connection with the Purpose.

3. DEFINITION OF CONFIDENTIAL INFORMATION

3.1 For the purposes of this Agreement, confidential information (hereinafter "Confidential Information") means all information that falls into the following categories:
[Categories of confidential information]
In more detail with regard to the category "Other": [Specify the "Other" category].

3.2 Confidential Information also includes the terms of the Agreement, the fact of conclusion of the Agreement and the content of the negotiations held between the Parties in connection with the Purpose.

3.3 The confidentiality of information does not depend on its form (oral, written, electronic or other), the data carrier or whether the information has been marked as confidential. Confidential Information also includes its copies, extracts, analyses and other materials prepared on the basis of Confidential Information.

3.4 The protection under this Agreement applies to Confidential Information regardless of whether it meets the definition of a trade secret within the meaning of the Unfair Competition Prevention and Trade Secret Protection Act, and does not restrict the Discloser's statutory rights in the protection of trade secrets.

4. EXCEPTIONS TO CONFIDENTIALITY

Confidential Information does not include information that:

4.1 was publicly known before its disclosure to the other Party or becomes publicly known otherwise than as a result of a breach of this Agreement;

4.2 was already known to the other Party before its disclosure, without an obligation of confidentiality;

4.3 has been independently developed by the Recipient without using the Discloser's confidential information;

4.4 must be disclosed under a requirement of law or of a court or administrative authority;

4.5 has been obtained from a third party who had the right to disclose that information without an obligation of confidentiality;

4.6 the Discloser has given prior written consent to disclose, to the extent specified in the consent.

5. OBLIGATIONS OF THE RECIPIENT

5.1 The Recipient undertakes to keep Confidential Information secret and not to make it public or disclose it to third parties by direct or indirect transfer, granting access, visual demonstration, publication or in any other manner without the prior written consent of the Discloser. The Recipient is entitled to use Confidential Information only for the purpose specified in clause 2.1 of the Agreement.

5.2 The Recipient implements the necessary organisational and technical measures to prevent the unauthorised use, disclosure, publication and dissemination of Confidential Information and keeps Confidential Information with the same care as its own confidential information of similar importance, but in any case with at least reasonable care.

5.3 The Recipient may not copy, reproduce or store Confidential Information to a greater extent than necessary for achieving the Purpose, or analyse, disassemble or reverse engineer samples, prototypes, software or other materials handed over to it, except to the extent necessary for achieving the Purpose and to the extent permitted by law (including AutÕS § 25).

5.4 The Recipient notifies the Discloser immediately if it becomes aware of any unauthorised use, disclosure or loss of Confidential Information, and takes reasonable measures to end the breach and limit the damage.

5.5 If Confidential Information contains personal data, the Recipient processes them only to the extent necessary for achieving the Purpose and in accordance with the General Data Protection Regulation (EU) 2016/679 and the Personal Data Protection Act.

6. PERMITTED DISCLOSURES

6.1 The Recipient may disclose Confidential Information to its employees, advisers and representatives only to the extent strictly necessary for the performance of their duties in achieving the purpose specified in clause 2.1 of the Agreement, provided that those persons have assumed an at least equivalent obligation of confidentiality.

6.2 The Recipient ensures that the persons specified in clause 6.1 comply with the obligations set out in the Agreement, and is liable for a breach of obligations by those persons as for its own breach.

6.3 If the Recipient is required to disclose Confidential Information on the basis specified in clause 4.4, it notifies the Discloser thereof immediately before the disclosure, where permitted by legislation, so that the Discloser can take measures to protect its interests, and discloses only to the minimum extent required.

6.4 A Party relying on any of the exceptions specified in clause 4 must prove the circumstances on which the exception is based.

7. TERM

7.1 This Agreement is valid for the following term: [Term]. Either Party may cancel the Agreement entered into for an unspecified term with a reasonable period of advance notice (Law of Obligations Act (VÕS) § 195 (3)).

7.2 The confidentiality obligation remains in force after the termination of the Agreement for the following period: [Duration of confidentiality after the agreement ends].

7.3 The termination of the Agreement does not release the Parties from liability for breaches committed during the term of the Agreement and does not affect the provisions of clauses 8, 9 and 10.

8. RETURN AND DESTRUCTION OF INFORMATION

8.1 Upon the termination of the Agreement or at the Discloser's request, the Recipient undertakes to immediately return or destroy all materials containing Confidential Information, including deleting it from data carriers, and to confirm this in writing.

8.2 The Recipient may retain copies containing Confidential Information to the extent that it is obliged to do so by legislation, or in the form of automatic backup copies whose deletion is not reasonably possible. The confidentiality obligation applies to such copies until their destruction and they may not be used for any other purpose.

9. REMEDIES IN THE EVENT OF BREACH

9.1 In the event of a breach of this Agreement, the Recipient is required to pay the Discloser, on demand and immediately, a contractual penalty in the amount of [Contractual penalty (€)] euros.

9.2 Payment of the contractual penalty does not preclude the Discloser's right to demand, in addition to the contractual penalty, compensation for actual damage, including loss of profit, exceeding the amount of the contractual penalty.

9.3 Payment of the contractual penalty does not release the Recipient from the obligation to end the breach immediately or from the obligation to continue performing the Agreement. In addition to the contractual penalty, the Discloser is entitled to demand that the breach be ended and that further breaches be refrained from (VÕS § 159).

9.4 The Discloser notifies the Recipient of the demand for the contractual penalty within a reasonable time after discovering the breach. A contractual penalty is not demanded if the breach is excusable (VÕS § 160). A court may reduce an unreasonably high contractual penalty (VÕS § 162).

10. NO GRANT OF RIGHTS

10.1 This Agreement does not grant either Party any rights to the other Party's intellectual property or other Confidential Information beyond what is expressly provided for in this Agreement.

10.2 Confidential Information and everything arising from it belongs to the Discloser, and no licence or other rights with regard to Confidential Information are granted to the Recipient, directly or indirectly, now or in the future.

10.3 The Discloser gives no representations or warranties as to the accuracy, completeness or fitness for a particular purpose of Confidential Information, except to the extent expressly provided for in the Agreement.

11. FORCE MAJEURE

11.1 A Party is not liable for breach of the obligations arising from the Agreement if the breach is excusable due to force majeure. Force majeure is a circumstance that the Party could not influence and, in accordance with the principle of reasonableness, it could not be expected that the Party would take that circumstance into account at the time of entering into the Agreement, or avoid it or overcome the impeding circumstance or its consequences (VÕS § 103).

11.2 A Party whose performance of an obligation is prevented by force majeure notifies the other Party thereof immediately. Force majeure does not release the Recipient from the obligation to implement the protective measures specified in clause 5.2 to the extent possible.

12. NOTICES

12.1 Notices related to the Agreement that have legal consequences are given to the other Party in writing or in a form reproducible in writing (including by e-mail) at the address specified in the Agreement or at another address that a Party has communicated to the other Party in writing.

12.2 A notice sent by e-mail is deemed received no later than on the working day following its sending, unless the sender has information that the notice has not been delivered. A Party notifies the other Party immediately of any change in its contact details.

13. DISPUTE RESOLUTION

13.1 Disputes and disagreements arising from this Agreement are resolved primarily through negotiations.

13.2 Failing agreement, the dispute is resolved as follows: [Dispute resolution]. The law of the Republic of Estonia applies. In matters not regulated by the Agreement, the Parties are guided by the legislation in force in the Republic of Estonia.

14. FINAL PROVISIONS

14.1 Amendments and supplements to the Agreement are made in writing or in a form reproducible in writing and enter into force once both Parties have confirmed them, or on the date agreed by the Parties.

14.2 A Party may not transfer its rights and obligations arising from the Agreement to a third party without the prior written consent of the other Party.

14.3 If any provision of the Agreement is or becomes invalid, this does not affect the validity of the remaining provisions. The Parties replace the invalid provision with a valid one that is as close as possible in its economic substance to the invalid provision.

14.4 The Agreement constitutes the entire agreement between the Parties with regard to the protection of Confidential Information and supersedes all prior oral and written agreements relating thereto.

14.5 The Agreement enters into force once both Parties have signed it.

15. LEGAL BASIS

15.1 This non-disclosure agreement is governed by the general part of the Law of Obligations Act and the Unfair Competition Prevention and Trade Secret Protection Act; §§ 158–162 of the Law of Obligations Act apply to the contractual penalty.