Article 1 - Definitions

For the purposes of this clause, the following terms shall have the meaning ascribed to them below:

"Confidential Information" means any commercially sensitive information, undisclosed to the public, that is transmitted by one party (the "Revealer") to the other party (the "Receiver") in connection with the performance of this contract, and which is either explicitly designated as confidential, either, due to its nature or the circumstances of its disclosure, should reasonably be considered confidential. This includes, but is not limited to, financial data, business strategies, customer lists, pricing, operational processes, and any other information that could give a competitive advantage or whose disclosure could cause financial or other prejudice to the Revealer. The Parties undertake to keep confidential any information declared as such by one of the parties and exchanged within the framework of the execution of this contract. They undertake to take the necessary measures with regard to their staff, subcontractors and suppliers to ensure, under their responsibility, this confidentiality.

All the information that the developer may have provided to the recipient during our negotiations and/or the placing of your orders is strictly confidential. This information is necessary for the purpose of their processing such as order management and the commercial relations that the developer maintains with the recipient.

The provider hereby waives by right the moral rights that the provider may have in relation to confidential information exchanged during contractual negotiations and agreements.

As part of the permitted purposes, the receiver and the developer will share sensitive information in an equivocal and reciprocal manner.

Article 2 - Confidentiality obligations

2.1 The Receiver undertakes to protect the Confidential Information of the Revealer with at least the same level of care as he gives to his own confidential information, but in any case with reasonable care, and not to disclose the Confidential Information to third parties without the prior written consent of the Revelateur, unless required by law or by a competent court. (L 151-2 Code de commerce)

2.2 The Receiver may only use the Confidential Information for the purposes of performing this contract and for no other reason.

2.3 The Receiver shall ensure that its employees, agents and subcontractors who have access to the Confidential Information are informed of the confidentiality obligations and undertake to comply with them. (L 151-1 Code de commerce)

2.4 Except in the case of a change of name or merger with another company of one of these parties, this agreement may not be assigned or transferred by either party without the written consent of either party.

Article 3 – Exceptions

The confidentiality obligations set out in this contract shall not apply to Confidential Information that:

3.1 is or becomes in the public domain other than by a breach of this contract; (L 151-7 Commercial Code)

3.2 was in the possession of the Receiver before its disclosure by the Revealer and without any obligation of confidentiality;

3.3 is received by the Receiver from a third party without any obligation of confidentiality and without violation of the rights of the Revealer; (article 151-9 Commercial Code)

3.4 is developed independently by the Receiver without using the Confidential Information of the Developer. (article 153-1 Commercial Code)

Article 4 - Duration and return of Confidential Information

4.1 The confidentiality obligations set out in this Agreement shall remain in effect for a period of 5 years from the date of signing this Agreement, or until such time as the Confidential Information becomes part of the public domain by authorized means.

4.2 Upon the request of the Revelateur or upon the expiration or termination of this contract, the Receiver shall return or destroy any Confidential Information in tangible form and take reasonable steps to delete the electronically stored Confidential Information. ( L 153-1 paragraph 3 of the Commercial Code)

Article 5 - Sanctions and remedies

In the event of a breach of confidentiality obligations, the Discloser shall be entitled to such remedies as are available at law including, without limitation, damages and injunctions. (Article 152-3 Code de commerce).

This agreement shall be governed by and construed in accordance with the laws of France.

With any introduction of a legal action, an amicable agreement will be sought in order to avoid any unexpected and inappropriate disclosure of information within a court.

If despite all attempts no agreement has been reached, the competent commercial court will be asked to rule with the maximum possible precaution and confidentiality and by holding a hearing in camera-closed thus allowing better protection of the interests of the different parties to the contract.

The latter can be harmed in case of disclosure during a public hearing and have their product copied by a competing entity.

Article 6 - Miscellaneous

6.1 This contract is governed by the laws of the French Republic.

6.2 Any amendment to this contract shall be in writing and signed by both parties.

6.3 If any provision of this contract is held to be invalid or unenforceable, it shall not affect the validity or enforceability of the other provisions. (L 154-1 Code de Commerce)

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Usual legal provisions relevant to the above privacy policy:

Deadlines are mandatory in this agreement.

This agreement may be signed in several copies handed over to the parties concerned.

The recipient party of the product and informed by the developer is responsible for all costs, expenses, included fees and without restrictions, the legal fees incurred by the issuing party to enforce this agreement in case of breach by the receiving party of this agreement.

Any information provided by either party will be protected with the same degree of intensity regardless of its level of sensitivity.

Each clause of this agreement is binding and shall not be construed as an ancillary provision.

If one of the clauses were to be invalidated, this would in no way affect the validity of this agreement due to the principle of indivisibility of the contract.

This agreement can only be amended by written instrument of both parties.

Both parties acknowledge that this agreement is reasonable, valid and enforceable.

This agreement binds the heirs, executors, successors, and respective assigns of the parties.

This agreement constitutes the entire agreement of the parties and there are no additional clauses or provisions, verbal or otherwise.