Article 1 - Definitions

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

"Confidential Information": any commercially sensitive information, not disclosed to the public, that is transmitted by one party (the "Discloser") to the other party (the "Receiver") in connection with the performance of this Agreement, and that is either explicitly designated as confidential or, by reason of 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 provide a competitive advantage or whose disclosure could cause financial or other harm to the Discloser. The Parties agree to maintain the confidentiality of any information declared as such by either party and exchanged in connection with the performance of this Agreement. They agree to take the necessary steps with respect to their personnel, subcontractors, and suppliers to ensure, under their responsibility, such confidentiality.

All information that the developer may have provided to the recipient during our negotiations and/or the placement of your orders is strictly confidential. This information is necessary for the purposes of its processing, such as order management and the business relationship that the developer maintains with the recipient.

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

Within the scope of permitted purposes, the receiver and the discloser will share sensitive information in an unambiguous and reciprocal manner.

Article 2 - Confidentiality Obligations

2.1 The Receiver undertakes to protect the Disclosing Agent's Confidential Information with at least the same level of care as it gives to its own confidential information, but in any event with reasonable care, and not to disclose the Confidential Information to third parties without the Disclosing Agent's prior written consent, unless required by law or by a competent court. (Article L 151-2 of the French Commercial Code)

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

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

2.4 Except in the event of a change of company name or a 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 one or the other party.

Article 3 – Exceptions

The confidentiality obligations set forth in this agreement shall not apply to Confidential Information that:

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

3.2 was in the Receiver's possession prior to 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 Disclosing party's rights; (Article 151-9 of the Commercial Code)

3.4 is developed independently by the Receiver without using the Revealer's Confidential Information. (Article 153-1 of the Commercial Code)

Article 4 - Duration and Return of Confidential Information

4.1 The confidentiality obligations set forth in this contract shall remain in effect for a period of 5 years from the date of signature of this contract, or until the Confidential Information becomes publicly available through authorized means.

4.2 At the Disclosure's request, or upon the expiration or termination of this Agreement, the Recipient shall return or destroy all Confidential Information in tangible form and take reasonable steps to delete Confidential Information stored electronically. (Article L 153-1, paragraph 3 of the French Commercial Code)

Article 5 - Sanctions and appeals

In the event of a breach of confidentiality obligations, the Discloser shall be entitled to the remedies provided by law, including, but not limited to, damages and injunctions. (Article 152-3 of the Commercial Code).

This agreement shall be governed by and construed in accordance with French law.

With any introduction of 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 care and confidentiality possible, and by holding a closed hearing, thus better protecting the interests of the different parties to the contract.

These companies could be harmed if the information is disclosed during a public hearing and see 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 modification to this contract must be made in writing and signed by both parties.

6.3 If any provision of this contract is deemed invalid or unenforceable, this will not affect the validity or enforceability of the other provisions. (Article L 154-1 of the French Commercial Code)
‍
Standard legal provisions relevant to the above privacy policy:

Deadlines are strictly enforced in this agreement.

This agreement may be signed in several copies, which will be given to the parties concerned.

The party receiving the product and informed by the revealer is responsible for all costs, expenses, fees including and without limitation, legal fees incurred by the issuing party to enforce this agreement in the event of a 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 mandatory and cannot be interpreted as an ancillary provision.

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

This agreement can only be modified by written instrument from 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 between the parties and there are no additional clauses or provisions, oral or otherwise.