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TERMS OF USE

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NON-DISCLOSURE AGREEMENT

 

 

Welcome to Pulsar®, a website and service iniciated by Thibault de Changy.

These Terms of use constitute a legally binding agreement between you and Thibault de Changy in relation to your use of the following limited-access Web pages on Pulsar.one and any related information.

 

 

WHEREAS certain confidential technical and business information are disclosed in the following web content from the Disclosing Party (Thibault de Changy - Pulsar® – “discloser” – “we” – “our” – “us”), you are, as Receiving Party (“recipient” – “you”), invited to treat them as confidential.

 

NOW THEREFORE, in consideration of the mutual promises and obligations contained in this agreement and the disclosure of confidential information, the parties here to agree as follows:

 

 

1. Confidential Information

Confidential Information as used in this Agreement means information in any form disclosed or made available by the Disclosing Party to the Receiving Party that the Receiving Party knows or has reason to know (either because such information is marked or otherwise identified by the Disclosing Party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is confidential information of the other party and shall include, without limitation,

(a) the current, future and proposed products or services of the Disclosing Party, its subsidiaries or affiliates, as well as financial, technical, research, operational, sales and marketing information related thereto; (b) ideas, inventions, and works of authorship; (c) business plans, business forecasts, budgets, prices and costs, financial statements, research, sales and distribution arrangements, and the identity of partners, suppliers and customers. (d) The existence of any business discussions, negotiations or agreements between the parties; and (e) any information regarding the skills and compensation of employees, contractors or ether agents of the Disclosing Party or its subsidiaries or affiliates.

 

Confidential Information shall not, however, include any information which

(I) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (II) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (III) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (IV) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (V) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (VI) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

 

Recipient acknowledges that changes and modifications, which may occur during the discussions and negotiations, shall equally be considered as Confidential Information.

 

 

2. Non-disclosure & Non-use

As Receiving Party, you agree not to publish or disclose Confidential Information transmitted by the Discloser to any third party, in any manner whatsoever. Each Party shall take all reasonable measures to protect the secrecy of the Confidential Information and avoid its disclosure and unauthorized use.

 

You agree not to make any copies of the Confidential Information unless it is previously approved in writing by the discloser. You will reproduce the discloser’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

 

You agree not to use any Confidential information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties.

 

The decision by one and/or other of the parties not to commence any trade and/or to continue negotiations does not involve the extinction of obligations, and that as long as the information concerned has not lost its confidential nature.

 

 

3. License

The Agreement and/or the disclosed information shall not grant Recipient any rights, interest, or license whatsoever. Any and all Intellectual Property Rights owned by the Discloser shall remain vested with the Discloser.

 

 

4. No Obligation

Nothing herein shall obligate either party to proceed with any transaction between them. The execution of this Agreement shall in no way presume the existence of any business relationship of any kind (distributor, agent, partnership, joint venture).

 

 

5. Delay

This Non-Disclosing Agreement will remain valid until official disclosing and release of the disclosed information by the disclosing party.

 

 

6. Remedies

You agree that the unauthorized disclosure of Confidential Information received from the Disclosing Party will cause irreparable harm and significant injury to the discloser which may be difficult to ascertain. Accordingly, any unauthorized use or disclosure of the Confidential Information and/or any breach of this Agreement shall be considered as a breach of this Agreement and shall give rise to the payment by you, the Recipient, who accepts, of a lump sum of 50.000 €, notwithstanding the rights of the Discloser to claim any other significant damages and to initiate whichever legal proceedings (including injunctive relief) against defaulting party.

 

 

7. Governing Law

This terms of use shall bind and inure to the benefit of the Disclosing party and their successors and assigns. This Agreement is governed by Belgian law. The parties expressly exclude any application for setting aside the arbitral award. The seat of the arbitration shall be Brussels. The arbitration shall be conducted in French language.

 

 

8. Severability

The possible invalidity of a clause or provision shall not invalidate the entire contract supersedes any previous agreement, if any.

 

This agreement is binding upon the successors and assigns of the parties.

 

 

 

Agreed and accepted as a Deed.

info@Pulsar.one

 

+32 498 10 42 98

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