made in Greece
Stamco CONFIDENTIALITY AGREEMENT
This Agreement is made and entered into between: Any Client private person or a corporation in Greece or abroad. and Kiosse Konstantinia (trade name Stamco) , a private company organized and existing under the laws of Greece, with VAT Number EL048072740 and registered address at Mesopotamia 52050 Kastoria Greece. (hereinafter referred to as "Stamco"). Client and Stamco are each hereinafter also referred to as the "Party" and, collectively, as the "Parties". BACKGROUND WHEREAS, the Parties are, or will be, evaluating, discussing and negotiating a potential contractual/procurement relationship concerning procurement of any material (components, equipment, parts and merchandises) and/or services provided by the Stamco and/or its Affiliates (hereinafter referred to as the "Project"); WHEREAS, Client may in these evaluations, discussions and negotiations disclose to Stamco certain Confidential Information (as defined below); and WHEREAS, the Parties have agreed that disclosure and use of Confidential Information shall be made on the terms and conditions of this Agreement. NOW, THEREFORE, the Parties agree as follows.
1 DEFINITIONS Wherever used in this Agreement the following terms shall have the meanings set forth below: "Affiliate" means any legal entity which, at the time of disclosure to it of any Confidential Information, is directly or indirectly controlling, controlled by or under common control with Stamco. "Agreement" means this Confidentiality Agreement, as it may be amended from time to time pursuant to Article 8. "Confidential Information" means any information (including, but not limited to, information regarding the marketing or promotion of any product, business plans, policies or practices) disclosed in any form whatsoever (including, but not limited to, disclosure made in writing, orally or visually, electronically or on magnetic or other media, or in the form of samples, models, computer programs or otherwise) by Client to Stamco under this Agreement. However, the term Confidential Information shall not include any information disclosed by Client to Stamco which: a) is on the Effective Date, or thereafter becomes, publicly available otherwise than through an act or negligence of Stamco; b) is demonstrably developed at any time by Stamco without use of Confidential Information; or c) is legitimately obtained at any time by Stamco from a third party without restrictions in respect of disclosure or use. "Contemplated Agreement" means any future legally binding agreement between the Parties in respect of the Project. "Effective Date" means the day this Agreement becomes effective in accordance with Subarticle 8.1 hereof. "Project" means the project defined under the heading "Background" above. "Purpose" means the evaluations, discussions and negotiations regarding a contractual/procurement relationship between the Parties in respect of the Project.
2 NON DISCLOSURE OF CONFIDENTIAL INFORMATION
2.1 Stamco shall not disclose Confidential Information to any third party.
2.2 In addition to the undertaking set out in Subarticle
2.1, Stamco shall be liable for: any unauthorized disclosure of Confidential Information by persons (including, but not limited to, present and former employees) or entities to whom Stamco under this Agreement has the right to disclose Confidential Information.
3 USE OF CONFIDENTIAL INFORMATION
3.1 Stamco is entitled to use Confidential Information, but only for the Purpose.
3.2 The foregoing shall not be deemed to grant to Stamco or any Affiliate a license under Client?s copyright, patents or other intellectual property rights.
3.3 Confidential Information provided under this Agreement shall be deemed to be provided ?as is? without warranty of any kind and Stamco agrees that neither Client, nor its Stamcos shall be liable for any damage whatsoever in relation to Stamco?s or any Affiliate?s use of Confidential Information.
4 PERMITTED DISCLOSURE OF CONFIDENTIAL INFORMATION
4.1 Stamco may disclose Confidential Information to any of its Affiliates, in which event the Affiliate shall be entitled to use the Confidential Information but only to the same extent Stamco is permitted to do so under this Agreement. Stamco hereby warrants that any Affiliate to which Confidential Information is disclosed will be bound and will abide by the terms of this Agreement.
4.2 Stamco shall limit the dissemination of Confidential Information to its employees and Affiliates having a need to receive such information to carry out the Purpose.
4.3 The Parties acknowledge that Stamco may disclose Confidential Information only to its consultants, contractors, subcontractors, agents, or similar persons and entities, upon prior written consent of Client. In the event Client gives such consent, Stamco warrants that any of its consultants, contractors, subcontractors, agents or such other similar persons and entities to which Confidential Information is disclosed will be bound and will abide by the terms of this Agreement.
4.4 Notwithstanding Subarticle 2.1 hereof, Stamco shall not be prevented to disclose Confidential Information if (i) such disclosure is in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or (ii) such disclosure is otherwise required by law, provided that Stamco, to the extent possible, has first given prior written notice to Client and made reasonable effort to protect the Confidential Information in connection with such disclosure.
5 GOVERNING LAW AND ARBITRATION
5.1 This Agreement shall be governed by and construed in accordance with the substantive laws of Greece, disregarding of any law concerning choice of laws.
5.2 All disputes, differences or questions between the Parties with respect to any matter arising out of or relating to this Agreement shall be finally settled under the Rules of the Arbitration Institute of the Athens Chamber of Commerce, Greece. The Arbitral Tribunal shall be composed by three (3) arbitrators. The place of arbitration shall be Athens, Greece and the language to be used in the arbitral proceedings shall be Greek.
5.3 The arbitration award shall be final and binding upon the Parties. All awards may if necessary be enforced by any court having jurisdiction in the same manner as a judgment in such court. 5.4 The Parties undertake and agree that all arbitral proceedings conducted under this Article 9 shall be kept strictly confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.
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