Among the undersigned, namely, GRUPO NW S.A.S., company identified with NIT No. 900.710.977 - 1, who for the purposes of this contract will be referred to as the DISCLOSURE PARTY and on the other hand, the RECEIVING PARTY, a natural person, of legal age and who is fully identified in the commission agent identification form (hereinafter FIC) and who signs this contract through the electronic platform called NWADMIN APP; We have agreed to enter into this confidentiality agreement whose purpose is to establish the terms that govern the use and protection of the information that THE PARTIES will reciprocally exchange with the aim of carrying out commercial activities, prior to the following:
What GROUP NW S.A.S. will disclose to the RECIPIENT PARTY certain verbal or written information, generally of a commercial nature that may include, among others, project plans, investment and development, technical and financial information, product and service plans, price information, analysis and projections, specifications , designs, drawings, software, data, prototypes, know-how, databases and other business or technical information, related to the negotiation and by virtue of a commercial commission contract.
That the purpose of this Confidentiality Agreement is to establish the use and protection of the information that has been delivered, will be delivered and to which they have access as a result of the commercial relationship between the parties.
In accordance with the foregoing and with the purpose of protecting the Confidential Information that they have begun to exchange, THE PARTIES to this agreement submit to the following:
FIRST CLAUSE. DEFINITIONS
1. CONFIDENTIAL INFORMATION
For the purposes of this agreement, the following shall be considered as confidential information: Any technical, financial, commercial, strategic, logistical information, data and information exchanged, including information subject to copyright, patents, techniques, models, inventions, know-how, processes, algorithms, programs, executables, research, design details, list of clients, investors, employees, business and contractual relationships, business forecasts, marketing plans, any information disclosed about third parties, any information related to current business operations and/or or future of GRUPO NW S.A.S. and any information related to its organizational structure, whether said information is written, visual, verbal, of which they are aware or to which they have access by any means and for any circumstance by virtue of their commercial relationship or that is provided by any of the officials or by external advisers of the same.
Complementarily, and for the purposes of this Agreement, THE PARTIES agree to expressly state from now on that the Corporate Databases used by each of them in the development of their corporate purpose have the nature of confidential information. Additionally, any information provided, prior to the execution of this Agreement, will be considered confidential and will be subject to its terms.
The following events are excepted from the above:
a) That it has been in the public domain, or that it is published without any action and/or intervention of the RECIPIENT PARTY.
b) That before revealing it, it was in the legitimate possession of the RECIPIENT PARTY.
c) That subsequent to its disclosure, it is legally received from a third party that has rights to distribute the information without notification of any restriction of their right to disclose it subsequently.
d) That it be developed independently or acquired by the RECEIVING PARTY, through people who have not directly or indirectly had access to or knowledge of such Confidential Information.
e) That it be disclosed with the prior written approval of the DISCLOSING PARTY.
f) That the disclosure and/or disclosure of the information is carried out in development or by mandate of a law, decree or sentence or order of the competent authority in the exercise of its legal functions. In this case, the party obligated to disclose the confidential information agrees to notify the other party to this agreement immediately upon becoming aware of this obligation, so that they can take the necessary measures to protect their confidential information, and likewise undertakes to take the necessary measures to mitigate the effects of such disclosure.
SECOND CLAUSE. OBJECT: By virtue of this agreement, the RECEIVING PARTY undertakes not to reveal, disclose, display, show, communicate, use and/or employ the information with a natural or legal person, in their favor or in that of third parties, that they receive from the other party and consequently to keep it confidential and private and to protect said information to prevent its unauthorized disclosure, exercising on it the same degree of diligence that it uses to protect confidential information of its property.
PARAGRAPH: CONFIDENTIALITY OF THE AGREEMENT. The Parties undertake to keep secret the existence of this Agreement and of the other pacts, agreements and/or contracts that they have entered into or will enter into in relation to or on the occasion of the matters covered by this agreement.
THIRD CLAUSE. NO – OBLIGATION: This Agreement does not obligate THE PARTIES, by itself, to disclose information, whether confidential or not.
FOURTH CLAUSE. DESTINATION: The information may only be used for the execution of the commercial commission contract signed between the parties. Additionally, said confidential information may only be reproduced if it is necessary to fulfill said purpose and it may only be made known to those employees, workers or advisers who need to know it for said purpose. In the event that confidential information is provided to such employees, workers or consultants, they must be warned of its confidential nature and must be made aware of the terms of this Agreement, which they must accept and adhere to before receiving it.
FIFTH CLAUSE. OBLIGATIONS OF THE PARTIES:
1. The Confidential Information may not be used by the RECEIVING PARTY to the detriment of the DISCLOSING PARTY or for purposes other than those established in this Agreement, since it may only be used in relation to the issues that are developed in the context of this Privacy Agreement. Confidentiality, that is, by virtue of the commercial relationship for the execution of the commercial commission contract signed between the parties.
2. The RECEIVING PARTY will not distribute, publish or disclose the confidential information to any person, except to its employees who have a need to know it for the purpose for which it is disclosed, with the exceptions mentioned in the First Clause of this Agreement, as long as when the RECEIVING PARTY makes its best efforts to assure the DISCLOSING PARTY of its right to limit or restrict such disclosure or to make use of the resources available to it.
3. The RECEIVING PARTY will inform each of the representatives that receive Confidential Information of its confidential nature and of this Agreement and will instruct its representatives to handle confidential information and not use it except for the issues necessary for the development of this Agreement. Confidentiality and will be responsible for any inappropriate use of confidential information.
4. Without the prior written consent of the DISCLOSING PARTY, the RECEIVING PARTY shall not disclose or instruct its representatives to disclose confidential information. The foregoing, without prejudice to the duly proven duly verified liability exception.
5. All information, whether confidential or not, will remain the exclusive property of the party that discloses it and will be returned, along with all copies of it, within ten (10) days following the request for the party owning the information or upon determination by the RECEIVING PARTY that it no longer needs such information.
6. If THE PARTIES decide not to continue with the current business relationship within which this agreement applies, the RECEIVING PARTY must return all confidential information without delay, and all copies, extracts and other objects or items in which the information may be contained. confidential information.
PARAGRAPH. THE RECEIVING PARTY undertakes not to carry out any of the following activities because it understands that they are prohibited and consequently constitute obligations not to do in the terms of article 1612 of the Civil Code:
1. Share, disclose or deliver to third parties the details of the database.
2. Copy, or reproduce and/or sell said database.
3. Use the information in the database to generate economic or commercial benefits for other companies.
4. Initiate business competition actions against GRUPO NW SAS using the information from the databases.
5. Initiate business competition actions against GRUPO NW SAS using the information of the products, demos and commercial information offered by the DISCLOSURE party.
SIXTH CLAUSE. PROPERTY: The RECEIVING PARTY by this act acknowledges receipt and agrees that all confidential information of the DISCLOSING PARTY is the exclusive property of the latter, and that it is disclosed solely for the purpose of facilitating THE PARTIES the development of the topics covered by this Agreement.
The confidential information of the DISCLOSING PARTY must be treated as such and protected under this aspect by the RECEIVING PARTY, even when the commercial relationship between the parties has ended.
The RECEIVING PARTY will not acquire ownership or disposition rights regarding the information provided by the DISCLOSING PARTY. Consequently, the RECEIVING PARTY will not use information from the DISCLOSING PARTY for its own use.
SEVENTH CLAUSE. PRESUMPTION OF CONFIDENTIALITY: Without the need for any notification and/or clarification, it will be understood that if there is any doubt as to whether any information constitutes a trade secret and/or confidential information for the DISCLOSING PARTY, whether derived directly or indirectly from this agreement, it must be treated as confidential and, therefore, will be subject to the terms of this agreement.
EIGHTH CLAUSE. CUSTODY: The RECEIVING PARTY warrants that it applies the same reasonable security measures to prevent unauthorized disclosure, leakage, or use of confidential or proprietary information and agrees that it will protect the confidential information in the same manner and to the same degree that it protects its own confidential information.
It is agreed that all confidential information be kept by the RECEIVING PARTY in a place with limited access only to representatives, who reasonably require to know the confidential information in connection with the discussions.
The RECEIVING PARTY will notify the other in the event of any publication, disclosure or use of confidential information without authorization.
NINTH CLAUSE. SANCTIONS FOR NON-COMPLIANCE: The breach of confidentiality or improper use of the information will give the DISCLOSING PARTY the right to initiate legal actions to obtain compensation for their losses and damages.
FIRST PARAGRAPH: PENALTY CLAUSE: Without prejudice to the other actions enshrined in the law for this type of case, the parties establish as a sanction for non-compliance with the obligations established in this agreement, that the party in breach or that has not agreed to comply , pay the other, the sum of money of 22 SMMLV, without less subject to compliance with the agreement. The payment of this penalty will not exclude that the non-compliant party may pursue compensation for damages that exceed the amount established herein, and will be enforceable immediately once the non-compliance is verified, which is why the non-compliant party agrees to resign in advance. to any legal requirement or constitution in default for the collection of this penalty.
TENTH CLAUSE. NO GRANT OF RIGHTS: The delivery of information, whether confidential or not, does not grant, either expressly or tacitly, authorization, permission or license to use trademarks, patents, copyrights or any other industrial or intellectual property right. Neither this Agreement, nor the delivery or receipt of information, whether confidential or not, shall constitute or imply a promise to make any contract by any of THE PARTIES.
This Confidentiality agreement must benefit and commit THE PARTIES and cannot be assigned, sold, assigned, or transferred, in any way and under any title. Each party must observe and comply with all legal rules and regulations of any order, regarding the discussions and the proper use of any type of information obtained as a result of this Agreement.
ELEVENTH CLAUSE. COMPLIANCE WITH THE LAW: Each party must observe and comply with the provisions of Colombian law, as well as with all orders, rules and regulations of all government agencies, national, district, departmental, authorities, boards of directors or commissions that have jurisdiction. regarding conversations and the use of any information obtained as a result of this Agreement.
TWELFTH CLAUSE. LANGUAGE: This agreement is signed in Spanish, as it is the official language of the contracting parties. Said language shall be understood as valid for matters related to this agreement.
THIRTEENTH CLAUSE. MISCELLANEOUS PROVISIONS:
a) Regulatory Law: This Agreement must be carried out, interpreted and executed in accordance with the laws of the Republic of Colombia.
b) Validity of the Obligations: The restrictions and obligations of this Agreement will be in force even when the commercial relationship between the parties has ceased.
c) Copies: This Agreement consists of two copies of the same original, each with the same content.
d) Invalid Provisions: If any provision of this Agreement should become illegal, invalid or unenforceable under present or future law, such provision shall be excluded, and this Agreement shall, to the extent possible and without destroying its purpose, be performed and executed as if said illegal, invalid or unenforced provision had not been part of it and the remaining provisions contained herein must retain the same value and effect and must not be affected by the illegal, invalid or unenforced provision.
e) THE PARTIES agree that by mutual consent they may add points or additional elements that ensure the confidentiality of the information, at any time, but in order to take effect they must be in writing, and must have the signature of all THE PARTIES.
FOURTEENTH CLAUSE. DURATION: The obligations and rights derived from this contract will take effect from the date of signing this instrument. However, due to the nature of this agreement, "THE PARTIES" agree that the validity of this contract will be for an indefinite period; since the obligation to keep the industrial secret and / or confidential information will be maintained regardless of the existence of the relationship that exists between "THE PARTIES", remaining in force at all times, the obligations contracted, regardless of the reason for the termination of the link Between the parts".
FIFTEENTH CLAUSE. DATA PROTECTION: The parties undertake to ensure that the personal data to which they have access under the contract, and to which the other party freely and spontaneously grants access for the development of the contractual object, will be processed. in accordance with the provisions of Law 1581 of 2012 and its regulatory decree, and other regulations that clarify, regulate, modify or replace them, and in particular undertakes to comply with the obligations established in said regulation in relation to those data that in the execution of the contract can be considered of a nature other than public, that is, those that would require prior authorization by the owner of the data to be used and transferred. The breaching party will respond to the owner of the information, for the damages and losses caused to it or to the owners of the data due to the improper processing of personal data that it deals with in the framework of the execution of this contract. In no case will it be understood that there is joint and several liability between the parties in the event that one of the parties fails to comply with the obligations established in this clause or in the regulation on protection of personal data; Consequently, the breach of the obligations derived from this clause will be considered as a serious breach due to the legal risks that the improper processing of personal data entails, and consequently it will be considered just cause for the termination of the contract and of the contracts signed or that are signed. come to subscribe between the Parties, giving rise to the collection of damages caused by a possible violation of personal data.
FIFTEENTH CLAUSE. ADDRESS AND NOTIFICATIONS: For the purposes of the communications that either of THE PARTIES must address to the other, the following addresses will be used:
GROUP NW S.A.S.
email: administration@netwoods.net
City: Bogota, Cundinamarca
THE RECEIVING PARTY
At the address, telephone, email and city indicated in the FIC.
SIXTEENTH CLAUSE. ANNEXES: The following annexes are an integral part of this document:
1. Commission Agent Identification Form (FIC).
SEVENTEENTH CLAUSE. TOTAL AGREEMENT: This Agreement represents the Total Agreement between THE PARTIES with respect to the matter of the object of the same and can only be modified by means of an agreement signed by all THE PARTIES in this Confidentiality Agreement. This document requires the signature of the parties for its validity and perfection.
As proof of the free and common agreement between the contracting parties, and as a sign of full acceptance by 6 of them regarding the content and form of this document, this contract is signed through the electronic platform called NWADMIN APP, in the city of Bogotá, contractual address, on May 25, 2021.
Confidential Information
Reviewed Legal A / Diligence / reviewed
Consult the d information about – GRUPO NW.