CONFIDENTIALITY AGREEMENT
XXX DOOEL Skopje, unique entity code 00000, registered address xxx, no.00,
1000 Skopje, Macedonia (hereinafter - "Disclosing Party")
and
XXX, Passport/ID No. xxx, Str. xxx, Republic of Macedonia (hereinafter - "Receiving Party"),
hereinafter jointly referred to as "Parties" and individually as a "Party", have
entered into this legal services agreement (hereinafter – "Agreement") as follows:
THE PARTIES AGREED AS FOLLOWS:
1. Purpose. The Disclosing Party is considering entering into a services
agreement with the Receiving Party whereby the Receiving Party will be
providing legal services to the Disclosing Party. The Disclosing Party wishes
to protect confidential information that will be disclosed to the Receiving
Party for the purpose of entering into such services agreement.
2. Confidential Information. Confidential Information shall mean any
information (whether oral, written, electronic or in any other form), related
to the Disclosing Party or its Clients and/or its business made available by or
on behalf of the Disclosing Party whether before or after this Agreement is
entered into, together with any information derived from such information
(including any analyses, compilations, studies and other materials prepared
by the Disclosing Party in any form whatsoever that contain or otherwise
reflect or are generated from such information).
Confidential Information shall not include any information to the extent that such
information:
(a) is already known to the Receiving Party or any of its Representatives as of
the date of disclosure under this Agreement;
(b) is already in possession of the public or becomes available to the public
other than through the act or omission of the Receiving Party; or
(c) is acquired independently from a third party that represents that it has the
right to disseminate such information at the time it is acquired by the
Receiving Party or any of its Representatives without any obligation of
confidentiality to the Disclosing Party or their respective affiliated
companies.
3. Representatives. The Receiving Party shall be entitled to disclose the
Confidential Information to the following persons who have a clear need to
know for the Purpose and provided that the Receiving Party guarantees the
adherence of such persons to the terms and conditions of this Agreement:
(a) related and affiliated entities (the “Related Parties”); and
(b) employees, officers, directors, of the Receiving Party and the Related
Parties.
provided however that prior to making any such disclosures the Receiving Party
shall obtain a confidentiality undertaking, in substantially the same form and
content as this Agreement, from each such person.
4. Non-disclosure Obligations and Non-use. In consideration of the
disclosure of the Confidential Information, the Receiving Party agrees that
the Confidential Information shall not be disclosed except for cases
stipulated hereunder. The Receiving Party agrees that the Confidential
Information shall not be used or exploited for the Receiving Party's own
benefit or for any other purpose, or allow any other person to do so without
the Disclosing Party's prior consent, except as set out hereinafter. The
Receiving Party may disclose the Confidential Information to the extent that
such information is required to be disclosed under any applicable law, court
order or direction, or governmental or regulatory authority regulation, rule
or requirement provided that the Receiving Party shall (if lawful) give notice
to the Disclosing Party prior to such disclosure and the Disclosing Party may
seek an appropriate remedy, at the Disclosing Party's expense, to prevent
such disclosure and the Receiving party will take such steps as the
Disclosing Party may reasonably require for that purpose and will keep the
Disclosing Party promptly and fully informed of all developments relating to
any such potential disclosure. The Receiving Party shall only disclose the
minimum of the Confidential Information as legally required.
5. Copies. The Receiving Party shall only make and shall procure that its
Representatives make such copies of any Confidential Information as is
reasonably necessary for the Purpose and shall take reasonable steps to
ensure that any such copies and the originals are protected against theft or
unauthorized access in the same manner as confidential information of the
Receiving Party.
6. Property. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return and/or
destruction and/or erasure of it upon giving written notice to the Receiving
Party. Upon receipt of such notice, the Receiving Party shall forthwith
return all of the Confidential Information and all copies in its possession or
control to the Disclosing Party, and/or upon the instruction of the Disclosing
Party shall destroy and/or erase or procure the destruction/erasure of all
electronic versions or copies of the Confidential Information in its possession
or control, and will not retain, and will procure that none of its
Representatives retains any copies, extracts or other reproductions, in whole
or in part, of the Confidential Information, provided that the Receiving Party
shall not be obligated to return or destroy or erase Confidential Information
to the extent otherwise required by (a) any applicable law or regulation or
legal or judicial process, (b) any applicable mandatory rule of professional
ethics, (c) any internal document retention policy or procedure of any
applicable regulated financial services institution, or (d) any internal policy
or procedure relating to the backup of electronic storage data, subject to the
non-disclosure provisions of the Agreement continuing to apply to any
information retained by the Receiving Party in accordance with this
provision.
7. Modifications and Amendments. No amendments, changes or
modifications to this Agreement shall be valid except if the same are in
writing and signed by a duly authorized representative of each of the Parties
to it.
8. Severability. If any provision or part of a provision of this Agreement is
found by a court or authority of competent jurisdiction to be void or
unenforceable, that provision or part of a provision shall be deemed to be
deleted from this Agreement and the remaining provisions shall continue in
full force and effect.
9. Term. The Agreement is effective during all the time from the date of
signing.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
signed by their duly authorized representatives in two original counterparts
being equally authentic, one for each party.
xxxxxx XXX
Director________________ Signature___________
