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Evo NDA

NON-DISCLOSURE AGREEMENT

Disclosing Party: Innovative Chemicals PTE. LTD., Registration No.201525657G, 1 Bukit Batok Crescent WCEGA PLAZA  #04-25 SINGAPORE (658064), (‘Innovative Chemicals’, ‘Disclosing Party’),   Receiving Party: Distributor of Innovative Chemicals’ products, marketed under GYEON brand, (‘Receiving Party’) also called jointly the ‘Parties’ or, separately, the ‘Party’.    Whereas:
  • GYEON is an Innovative Chemicals’ brand of automotive and yachts & boats products,
  • Receiving Party is a distributor of GYEON products,
  • Innovative Chemicals intends to grant a Receiving Party an early access to information and data on new, pre-launch GYEON products;
The Parties agree as follows:
  1. The obligations of the Parties under this Agreement shall remain in full force and effect during the term of this Agreement as defined in Clause 15 hereof.
  1. This Agreement shall apply to all confidential and/or proprietary information, digital, oral or written, disclosed by the Disclosing Party to the Receiving Party (hereinafter referred to as ‘Confidential Information’). which shall include but not be limited to:

a) any and all information included on https://gyeon.co/evo-non-paint/ website, specifically but not limited to any and all information on new GYEON products which are being developed,

b) financial data on new products, margins, licensing fees, intellectual property rights and its monetization, pricing,

c) packaging, labeling, packaging concepts of new GYEON products,

d) software and other intellectual property characteristics, designs and functionalities,

which have been so disclosed by Innovative Chemicals to the Receiving Party.

 
  1. Notwithstanding the above, the Parties consider all information about Innovative Chemicals business, as well as information relating to the business activities conducted by Innovative Chemicals, irrespective of the source of origin of such information, as well as irrespective of the form in which the above information is recorded and irrespective of whether the above information has been marked as confidential information, to be a Confidential Information.
  1. Confidential Information comprises in particular but not exclusively of property-related and organizational information on new GYEON products which has not been publicized, including, among other things, information concerning secret or confidential actions and processes, GYEON products that are being developed and have not been launched yet, early access data on new GYEON products, information about future projects, development and business plans, commercial relations, budgeted sales results and statistical data about sales, and data about the market share.
  1. Receiving Party agree that information disclosed by Innovative Chemicals under this Agreement shall be limited to information necessary to pursue the specific business purpose and that all Confidential Information disclosed under this Agreement shall be used by the Receiving Party only to the extent necessary to pursue the said business purpose. No other commercial use shall be made of Confidential Information. No other rights, and particularly no licenses, patents, inventions, know-how, trademarks or copyrights are implied or granted under this Agreement.
  1. Receiving Party agree to hold Confidential Information (including all portions or copies thereof) in strict confidence and to protect Confidential Information received.
  1. The Receiving Party undertakes not to disclose any Confidential Information during the duration of this Agreement, including, but not limited to disclosure in:

a) private mail, including private mail through phone calls, text messages, internet communicators (Messenger, WhatsApp, Signal etc.),

b) social media profiles,

c) websites,

d) any other form of communication, including digital communication.

  1. Conclusion of this Agreement, as well as conclusion of any other agreement between the Parties (electronically, orally or in writing) constitute a Confidential Information, not to be disclosed to any third party.
  1. Receiving Party agree not to disclose Confidential Information (or any portion or copy thereof) to any third party without first receiving the written permission of the Disclosing Party.
  1. All Confidential Information, unless otherwise specified in writing, shall remain the property of the Disclosing Party and shall be used only to further the specific business purpose. Receiving Party agrees to return or destroy, upon request, all Confidential Information disclosed by the Disclosing Party, including all copies thereof.
  1. This Agreement does not apply to information that:

a) was in the public domain prior to the effective date (other than as a result of infringement of the terms of this Agreement by either Party); or

b) becomes publicly available by means other than a breach of duty by the Receiving Party.

  1. Should a Receiving Party suspect that any third party has taken unauthorized possession of the Confidential Information remaining at its disposal, it undertakes to notify the Disclosing Party immediately of this fact and to take any reasonable action to secure the Confidential Information against being used or disclosed
  1. All Confidential Information received by Receiving Party pursuant to this Agreement shall upon request of the Disclosing Party be returned or be destroyed. In case of a destruction, the Receiving Party shall confirm in writing such destruction to the Disclosing Party
  2. The Agreement shall gain the force of law on the day it is accepted by Receiving Party (“effective date”).
  1. This Agreement shall automatically expire either after:

a) five (5) years from its effective date; or

b) notification from the Disclosing Party to the Receiving Party that Confidential Information on new GYEON products are no longer confidential and may be shared with third parties;

whichever of the above events materializes first.

  1. Receiving Party infringing this Agreement shall pay liquidated damages to the Disclosing Party for every breach of this Agreement, especially for disclosing any Confidential Information to a third party. Liquidated damages amount to 1.000.000 (one million) USD for every breach.
  1. Notwithstanding the above, in the event of a breach of this Agreement by the Receiving Party, Disclosing Party may pursue damages from Receiving Party, including but not limited to lost profits.
  1. Upon infringement of this Agreement by the Receiving Party, Disclosing Party may terminate any business relations with Receiving Party, including any agreements: oral, written, digital.