NDA - Non Disclosure Agreement

The agreement is between Hydrosight GmbH, Emmerich, Germany, and its affiliates, in short HYDROSIGHT and the UNDERSIGNED (details at the end of the document).

The UNDERSIGNED recognizes the strong interest of HYDROSIGHT in maintaining the confidentiality of its technology and its business operations. As a condition to HYDROSIGHT furnishing information to the UNDERSIGNED, he/she/it agrees to treat confidential such information.

Confidential Material

Information of the following topics are confidential:

• technology, e.g. production and installation processes
• customer names and locations
• price information of any kind
• suppliers, including brand names and type of supply
• trade secrets, markets, methods of trade
• internal structure of the company and its associates

Confidential Material does not include information which is generally available to the public, other than as a result of a disclosure by the UNDERSIGNED.

Rights

Nothing contained in this Agreement shall, by express grant, implication, or otherwise, create in Recipient any right, title, or license in or to the inventions, patents, technical data, computer software, or documentation of Disclosing Party.

Representation of Warranty

Either party makes no representation or warranty, either express or implied, as to the Confidential Information’s adequacy, sufficiency, or freedom from defect of any kind, including freedom from any patent infringement that may result from the use of such information.

Commitment of Products or Services

Neither this Agreement nor the disclosure or receipt of Confidential Information shall constitute or imply any promise or intention to make any purchase of products or services by Disclosing Party or any commitment by the Disclosing Party with respect to the present or future marketing or manufacture of any product or service. This Agreement does not constitute either party a partner, agent or joint venture of the other.

To Whom is it confidential

Confidential information will not be disclosed to any person other than Hydrosight members of staff on a strictly need-to-know basis. It will not be disclosed to any other person in my organisation/company/agency etc. The terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors or assigns. Either party shall not assign or otherwise transfer this Agreement without the prior written consent of the other party. Any assignment or transfer made without such prior written consent shall be null and void.

Duration

All Information, which is furnished before or after the date of this agreement is confidential. It stays confidential for as long as HYDROSIGHT deems necessary.

Location

This agreement is not limited to places of production, sale or execution of services to Germany or the European Union. This agreement shall be governed by and construed in accordance with the laws of Emmerich, Germany.

Contractual penalty

The failure of the UNDERSIGNED to satisfy the agreement will be regarded as a breach of contract. In case of a breach of contract the UNDERSIGNED agrees to pay a contractual penalty of 75.000EUR. This penalty will not make up for the loss of business, which will be agreed upon in a settlement.

Severability (Salv. Klausel)

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: The validity or enforceability in that jurisdiction of any other provision of this Agreement.

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