This Agreement is made on DATE

BETWEEN:

(1)        ADVANCED SPONSORSHIP INSIGHTS GMBH (registered in Germany under number HRB 36586) whose registered office is at Hammerweg 7b, Georgensgmuend, 91166, Germany (“ASI”) and

(2)           NAME with permanent residence in Address, (the “Partner”),

(collectively the “Parties” and individually a “Party”)

The Parties are entering into commercial discussions, as a result of which it may become necessary or desirable for the Disclosing Party to disclose to the Receiving Party Confidential Information (as defined below). The Parties understand that their relationship is one of mutual trust and confidence and wish to exchange such Confidential Information subject to the terms of this Agreement.

1          DEFINITIONS

1.1       In this Agreement, unless the context requires otherwise, the following words shall have the following meanings:

“Confidential Information”

means all information or data disclosed by or on behalf of the Disclosing Party or otherwise acquired by the Receiving Party in the course of discussions (in whatever medium including in written, oral, visual or electronic form) whether before, on or after the date of this Agreement, including, but not limited to, all business, financial, commercial, technical, operational, organizational, legal, management and marketing information and the fact that the Parties are discussing and considering a business relationship;

“Disclosing Party”

means the Party and its Group that discloses Confidential Information to the other Party;

“Group”

means in relation to a company, that company, any holding company of that company and/or any subsidiary of that company or any holding company of that company

“Permitted Purpose”

means any discussions and negotiations between the Parties concerning or in connection with forming a commercial or business relationship;

“Receiving Party”

means the Party or its Group that receives Confidential Information from the other Party or its Group;

“Records”

means records or embodiments of Confidential Information (or any further information derived from the Confidential Information) including but not limited to any document, electronic file, note, extract, analysis, model, prototype or other representation or means of recording or recovering information.

• In this Agreement, unless otherwise specified or the context otherwise requires:-

1.2.1     headings used in this Agreement are for reference only and shall not affect its construction or interpretation; and

• references to statutes or statutory provisions shall include any statutory modification or re-enactment thereof.

2          UNDERTAKINGS

In consideration of the disclosure of the Confidential Information, the Receiving Party shall:

• use the Confidential Information disclosed to it (by whoever disclosed) only for the Permitted Purpose and not otherwise make any commercial use of the Confidential Information;
• not without the Disclosing Party’s prior written consent, and only in accordance with the terms of such consent, disclose or permit the disclosure of the Confidential Information disclosed to it;
• only make such Records as are strictly necessary for the Permitted Purpose;
• take all necessary and proper security precautions (and at least as great as those it takes to safeguard its own confidential information) to safeguard every part of the Confidential Information to prevent it from being disclosed or otherwise made available to any third party except as permitted by this Agreement, and
• without keeping any copies (except that one copy may be kept solely for archive or regulatory purposes), delete, destroy or deliver to the Disclosing Party, within seven (7) days of receipt of a request to do so made at any time, all Confidential Information disclosed to it and all Records.
• not reveal to any person other than as permitted by this Agreement or make any public announcement;

2.6.1     of the fact that any investigations or discussions are taking place concerning the Permitted Purpose;

2.6.2     that the Receiving Party has requested or received any Confidential Information; or

2.6.3     of any terms or conditions or other facts relating to the Permitted Purpose or its status.

2.7       notify the Disclosing Party immediately the Receiving Party becomes aware that any such Confidential Information has been disclosed to or is in possession of any third party except as permitted under this Agreement.

3          EXCEPTIONS

3.1       The Receiving Party may disclose Confidential Information to those of its employees, officers and professional advisers and the employees and officers of any member of its Group who (only as strictly necessary) need to have access to it for the Permitted Purpose. The Receiving Party shall ensure that such employees, officers and professional advisers are notified of the confidential nature of such Confidential Information and to take such steps as from time to time shall be necessary to ensure compliance with the provisions of this Agreement. The Receiving Party undertakes to be responsible for breaches of the undertakings in Clause 2 by such persons.

• The provisions of Clause 2 shall not apply to Confidential Information that:

3.2.1     the Receiving Party can prove, using written records, was lawfully known to the Receiving Party or in its possession free of any restrictions as to its use or disclosure before that information was acquired from, or from some person on behalf of, the Disclosing Party;

• is in or enters the public domain through no wrongful default of the Receiving Party or any person on its behalf, provided that this clause 3.2.2 shall only apply from the date that the relevant Confidential Information enters the public domain;
• the Receiving Party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that information as a result of a breach of an obligation of confidence and has the right to disclose such information without breaching any obligation of confidentiality owed to the Disclosing Party;
• the Disclosing Party has given written approval to the Receiving Party for its disclosure by the Receiving Party.

3.3       The Receiving Party shall notify the Disclosing Party promptly if it becomes aware that any of the Confidential Information falls within the provision of this Clause 3.

3.4       The Receiving Party shall not be in breach of the obligations in Clause 2 if the Receiving Party is required to disclose any Confidential Information by any applicable law or by order of any Court of competent jurisdiction or any government body, agency or regulatory body, providing that the Receiving Party shall use all reasonable endeavours:

• to give the Disclosing Party as much written notice of the disclosure as it reasonably and legally can to enable the Disclosing Party to take action to protect the Confidential Information from disclosure:
• to furnish only that portion of the Confidential Information that it is legally obliged to disclose; and
• to consult with the Disclosing Party with a view to agreeing the timing and content of any such disclosure.

4          DURATION

The provisions of this Agreement shall remain in full force for a period of one (1) year from the date of this Agreement or if earlier until execution of an agreement in relation to the Permitted Purpose, which for the avoidance of doubt contains a confidentiality undertaking on terms substantially similar to the terms in this Agreement.

5          ACKNOWLEDGEMENTS

5.1       The Receiving Party acknowledges, agrees and covenants with the Disclosing Party that:

5.1.1     except in the case of fraud, no representation, warranty or undertaking (express or implied) is made with respect to the accuracy, completeness, reasonableness or otherwise in respect of the use of the Confidential Information supplied by the Disclosing Party;

5.1.2     this Agreement shall not constitute the grant of or an agreement to grant a licence in respect of the Confidential Information or any intellectual property rights of any nature protecting the Confidential Information; and

5.1.3     it is solely responsible for making its own decisions in relation to the Confidential Information and any other documentation or data supplied by or on behalf of the other Party in relation to the Permitted Purpose.

5.2       The Partner acknowledges that the Confidential Information may (in whole or in part) constitute inside information and that any officers, employees, advisers or agents of the Partner or any member of its Group who are in, or acquire, possession of any Confidential Information may have information as an insider. These prohibitions include prohibitions on the improper disclosure or misuse of information which is not generally available to the market and the Partner shall ensure that neither it nor any such persons bases any behaviour in relation to any securities or other qualifying investments which would amount to market abuse on such information until after the information is made generally available.

6          REMEDIES

Without prejudice to any other rights or remedies which the Disclosing Party may have, each Party acknowledges and agrees that damages may not be an adequate remedy for any breach by the Receiving Party of the provisions of this Agreement and the Disclosing Party may be entitled without proof of special damage to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision by the Receiving Party.

7          PROPERTY IN CONFIDENTIAL INFORMATION

• The Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information.

7.2       Any Confidential Information (and any Records of such Confidential Information) supplied or disclosed by or on behalf of the Disclosing Party to the Receiving Party shall remain the property of the Disclosing Party.

• PERSONAL DATA
• The parties agree that if any personal data is processed pursuant to this Agreement then it shall be processed subject to the provisions in this Clause 8.
• The parties warrant that they have complied with, and undertake that they shall continue to comply at all times with, applicable data protection legislation.

8.3       With regards to any personal data processed pursuant to this Agreement by the parties, the parties each agree that they will:

(a)        implement, and shall ensure that any permitted sub-processors implement, appropriate technical and organisational measures to ensure:

(i)         the protection of the rights of the relevant data subjects; and

(ii)        a level of security appropriate to the risks that are presented by the processing, in particular protection from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed pursuant to this Agreement;

(b)        take reasonable steps to ensure the reliability of any of their staff who will have access to the personal data and to ensure that anyone who accesses it shall respect and maintain all due confidentiality;

(c)        not process any personal data pursuant to this Agreement except on the other party’s’ instructions in writing and will immediately inform the other party if any such instructions infringe the General Data Protection Regulation (“GDPR”) or other applicable data protection legislation;

(d)        not engage any sub-processors in the performance of the Purpose without the prior written consent of the other party;

(e)        immediately notify the other party of any actual, potential or alleged breach of the provisions of this Clause 8.3 and provide full cooperation and assistance to the other party in respect of such breach;

(f)         where applicable in respect of any personal data processed pursuant to this Agreement, provide full cooperation and assistance to the other in ensuring compliance with:

• obligations to respond to requests from any data subject(s) seeking to exercise its/their rights under Chapter III of the GDPR, including by notifying the other party of any written subject access requests received relating to the other party’s obligations under the data protection legislation; and

(ii)        obligations set out under Articles 32 – 36 of the GDPR to ensure the security of the processing; notify the relevant supervisory authority, and any data subject(s) where relevant of any personal data breach(es); carry out any data impact assessments (“DPIA”) of the impact of the processing on the protection of personal data; and consult the relevant supervisory authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of the relevant party mitigating the risk.

(g)        make available to the other party all information necessary to demonstrate compliance with the obligations set out in this Clause 8.3 and allow for and contribute to audits, including inspections, conducted by the other party or another auditor mandated by the other party.

8.4       Where the Purpose involves the processing of personal data outside the European Economic Area (“EEA”), each party shall act upon the instructions of the other party at all times which may include the requirement to execute the Standard Contractual Clauses for Data Suppliers established in Third Countries pursuant to the Commission Decision (2010/87/EU), as amended by Commission Implementing Decision (EU) 2016/2297, under the EU Directive 95/46/EC.

• GENERAL
• This Agreement may only be varied, amended or modified by agreement in writing between the Parties.
• The rights of the Disclosing Party under this Agreement are in addition to and not exclusive of rights under the general law and may be waived only in writing and specifically. Delay in exercising or non-exercise of any right under this Agreement is not a waiver of that or any other right, partial exercise of any right under this Agreement shall not preclude any further or other exercise of that right or any other right under this Agreement and waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.
• If any term or provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law or otherwise, such term or provision (or part thereof) shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.
• All notices served by either Party under this Agreement shall be in writing, sent by first-class registered or recorded delivery post to the registered office address of the other Party marked for the attention of the Company Secretary.
• This Agreement shall be governed by and construed in accordance with the laws of Germany and the Parties irrevocably submit to the exclusive jurisdiction of the German courts.
• This Agreement may not be assigned by a Party without the prior written consent of the other Party.
• This Agreement represents the entire agreement between the Parties in relation to its subject matter and supersedes any previous agreement (whether oral or in writing).
• Nothing in this Agreement shall be construed as creating any partnership or agency relationship between the Parties.

Signed by

duly authorised for and on behalf of ASI ……………………………………………

Signed by

duly authorised for and on behalf of [                ]   ……………………………………………