Confidentiality Agreement

1. Definition of Confidential Information

• 1.1 “Confidential Information” means any information, whether or not subject to trade secret or legal protection, disclosed by the Disclosing Party to the Receiving Party in the course of negotiations or commercial discussions, and includes, without limitation, trade secrets of any kind, whether or not protected by copyright, patent or other intellectual property rights, design, production or processing methods in whatever form, as well as personnel and management data, identity, background information, historical information, suppliers, customers, financial arrangements, marketing strategy, pricing method, business plans, projects, commercial and technical information, commercial relationships, product information, design, prototype, engineering and production know-how, source code, algorithm, documented information, machine-readable or interpreted information, templates, drawings, any ideas, inventions, works, methods, future projects, ideas. Information transmitted verbally, visually or by other means shall be considered Confidential Information.
• 1.2 This Agreement shall also apply to third party information disclosed or provided by the Disclosing Party to the Receiving Party, including but not limited to any confidentiality obligations contained in the document. Where applicable and necessary, the Receiving Party agrees to comply with any confidentiality requirements in connection with the disclosure or provision of third party information by affiliates, customers or suppliers of the Disclosing Party
• 1.3 The Receiving Party agrees and undertakes that all confidential information mentioned in the contract is a “trade secret” even if not explicitly stated.

2. Exceptions to Confidential Information

The following cases constitute exceptions to the obligations regarding confidential information;

• a. Confidential Information becomes public or, following its disclosure hereunder, becomes public for any reason other than a breach of this Agreement or any other obligation by the Receiving Party or its employees, directors, agents or affiliates,
• b. The Confidential Information was known to the Receiving Party prior to the date of disclosure and this can be evidenced by written records
• c. The Receiving Party independently developed the information comprising the Confidential Information without relying on any information disclosed under this Agreement and this can be demonstrated by written records
• d. The Receiving Party is required to disclose the Confidential Information by applicable law or by order of any court or administrative body.
• e. Information whose use has been authorized in writing by the Disclosing Party.

3. Obligations Regarding Confidential Information

• 3.1 The Receiving Party shall safeguard all Confidential Information, keep it confidential and shall not disclose it to the public or any third party, make it public, share it in whole or in part, publish, use, reproduce or create any derivative products or works from it and shall exercise the same degree of care with respect to such Confidential Information as it exercises with respect to its own Confidential Information of similar importance.
• 3.2 The Receiving Party agrees and undertakes that the Confidential Information disclosed by the Disclosing Party shall be used only for the purpose of the work to be performed and as mutually agreed with the Disclosing Party.
• 3.3 The Receiving Party is obliged to immediately notify the Disclosing Party in writing as soon as it becomes aware of any breach of the obligations under this Confidentiality Agreement by its authorized representatives, employees, commercial agents, commercial representatives, permanent employees such as commercial agents, etc., and to use its best efforts to mitigate any damages that the Disclosing Party may incur due to such breach. The Receiving Party shall be primarily liable to the Disclosing Party for any breach of confidentiality by such persons working under it.

4. Permitted Disclosure Cases

• 4.1 The Receiving Party is only authorized to disclose Confidential Information to its directors, employees, agents, consultants, advisors and contracted employees who have a need to know the Confidential Information within the scope of the work to be performed. In the event of disclosure within this scope, the Parties shall be obliged to notify each of their directors, employees, agents, consultants and contractors of their obligations under this Agreement.
• 4.2 With the prior written consent of the Disclosing Party, the Receiving Party may disclose the Confidential Information of the Disclosing Party to a third party. The Receiving Party must sign a confidentiality agreement on the same terms as those of this Agreement prior to disclosure to the third party to whom it is authorized to make such disclosure and must provide a copy of such agreement to the Disclosing Party upon request.
• 4.3 In connection with a subpoena or legal process or investigation in which the Receiving Party is required by a court of competent jurisdiction or a judicial, administrative, legislative, regulatory authority or agency to disclose Confidential Information, the Receiving Party shall be authorized to disclose Confidential Information obtained pursuant to this Agreement. Prior to such disclosure, the Receiving Party shall, to the extent permitted by law: promptly notify the Disclosing Party of the request or requirement for such disclosure.

5. Return and Destruction of Confidential Information

• 5.1 Upon the request of the Disclosing Party, the termination of this Agreement or the termination of the contractual commercial relationship/project, the Receiving Party shall, within 3 (three) business days at the latest, cease to use the Confidential Information and return or destroy, at the option of the Disclosing Party, any Confidential Information and all copies thereof in its possession.
• 5.2 Upon the request of the Disclosing Party, the Receiving Party is obliged to immediately notify the Disclosing Party in writing of its actions.

6. Licenses and Freedom From Commitment

• 6.1 The Disclosing Party has the exclusive right to the Confidential Information belonging to it.
• 6.2 This Agreement does not grant any license or other right to the other Party with respect to the intellectual property of either Party. Neither Party is granted any right, express or implied, to use the other Party's name, trade name, trademark or services.
• 6.3 Confidential Information is provided on an “as is” basis and the Disclosing Party does not provide any warranty with respect to the information shared.

7. Protection of Personal Data

• 7.1 With respect to the personal data transferred to each other and/or obtained on behalf of the other party within the scope of the European Union General Data Protection Regulation No. 2016/679 (“GDPR”) and the Italian Personal Data Protection Law No. 196/2003 (“Law”);
• Act in accordance with all regulations, procedures and principles in force regarding the protection of personal data, in particular the GDPR and the decisions of the Italian Data Protection Authority (Garante per la Protezione dei Dati Personali), and carry out its activities in accordance with the GDPR and the relevant legislation
• Will not process personal data for purposes other than those regulated under the Agreement;
• It will take necessary administrative and technical measures to prevent unauthorized access to personal data by its own employees or relevant third parties and to ensure the security of personal data and to prevent unlawful processing;
• In the event that personal data is personal data of special nature, it accepts, declares and undertakes that it will process such data in accordance with the data processing conditions in the GDPR and protect them in accordance with their nature, subject to additional security measures and authorizations determined by the Italian Data Protection Authority.

8. Contract Duration

• 8.1 The contract will remain valid for the period during which a user has an active membership and the usage and utilization process continues. Cancellation of the contract can be made by Owlscam Enterprise at any time, regardless of the date.

9. Confidentiality and Non-Disclosure Period

• 9.1 Regardless of the duration of the Agreement, the obligations of the Receiving Party not to use or disclose the Confidential Information of the Disclosing Party shall survive the expiration or termination of this Agreement indefinitely. Any clause that is required to survive the expiration or termination of this Agreement in order to ensure the enforceability of this provision shall survive the expiration or termination of this Agreement.Owlscam Online English Language Learning Platform is the decision-maker in this matter.

10. Violation

• 10.1 The Parties agree that a breach of any term of this Agreement will irreparably harm the Disclosing Party and that in the event of such a dispute such party will have no adequate remedy at law. Accordingly, the Parties agree that the Disclosing Party shall be entitled to seek injunctive relief against any breach of obligation by the other Party to this Agreement from any court of competent jurisdiction without posting any bond or other security.
• 10.2 If the Receiving Party fails to comply with the obligations set forth in this Agreement, the Disclosing Party shall be entitled to claim its costs, damages and legal remedies incurred in connection with the breach of this Agreement.
• 10.3 The Receiving Party acknowledges and agrees that all confidential information referred to in this Agreement is a “trade secret” and that in the event of a breach of this Agreement due to the fact that all confidential information is considered a trade secret, the relevant articles of the Italian Civil Code and the provisions of the Italian Industrial Property Code No. 30/2005 on the protection of trade secrets and unfair competition shall also apply.

11. Transfer

• 11.1 The Parties may not transfer or assign their rights and obligations arising from this Agreement without the prior written consent of the other Party.

12. Divisibility

• 12.1 The invalidity of any clause or part of this Agreement under the law, by the legislator or by any official authority or court shall not affect the validity of the other clauses.

13. Waiver

• 13.1 Failure of either party to exercise any of the rights set forth in this Agreement shall not constitute a forfeiture of that right and any subsequent rights.

14. Amendment

• 14.1 Any amendment to this Agreement shall not be effective unless made with the written agreement of both parties.

15. Definitive Agreement

• 15.1 This Agreement supersedes all prior agreements, whether written or oral, between the Parties with respect to the subject matter hereof and constitutes the entire agreement between the Parties.

16. Notices

• 16.1 In order to fulfill the matters contained in this Agreement and to make the necessary notifications, the parties have determined the addresses specified above as the legal notification address. If the parties do not notify the other party in writing of the address changes, they accept and undertake that the notices and notifications to be made to the addresses in this contract will be valid and deemed to have been made to them.

17. Taxes

• 17.1 Any and all taxes arising out of this Agreement shall be paid.

18. Applicable Law and Competent Court

• 18.1This Agreement shall be governed by the laws of the Republic of Italy. The courts and executive offices of Italy shall have exclusive jurisdiction to settle any dispute arising out of this Agreement.

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