Franchise model KTV Working Drone
THIS AGREEMENT (the NDA) is entered into between:
(1) KTV Group AS, a private limited company incorporated under the laws of Norway (registered no. 985 994 641) whose registered office is at Hanøytangen 111, 5310 Hauglandshella, Askøy kommune (Company); and
(2) The visitor to this page and recipient of information of the KTV Working Drone (the Recipient).
together referred to as the Parties and each as a Party to this NDA.
(A) The Company has developed a technology for utilizing drones in the cleaning industry and is contemplating a collaboration (the Collaboration) with the Recipient. The Company has therefore invited the Recipient to discuss the possibility of a distribution or resale agreement between the Parties. The Recipient will in connection with such discussions be invited to a demonstration of the drone technology. Furthermore, the Recipient will be provided with certain Confidential Information (as defined in clause 1.1).
(B) This NDA sets out the terms and conditions agreed between the Parties in relation to the provision of such Confidential Information by the Company to the Recipient.
(C) The Confidential Information provided from the Company to the Recipient will be provided on a non-exclusive basis, and this NDA does not restrict the Company to give the same Confidential Information to any other entities.
1.1 For the purpose of this NDA, Confidential Information shall mean all information (however recorded or preserved) which is or has been, either directly or indirectly, disclosed or made available to the Recipient (in any form or medium), in connection with the demonstration of the drone technology and Recipient considering the Collaboration, and shall also include any and all information regarding the existence, nature or progress of any discussions between the Parties relating to the possible Collaboration, including the demonstration of the drone technology.
1.2 The Recipient shall keep all Confidential Information strictly confidential and shall not disclose any Confidential Information to any third party.
1.3 The Recipient may disclose Confidential Information only when so required by law or any court of competent jurisdiction, provided that the Company is given due notice prior to such disclosure.
1.4 The Recipient may disclose such Confidential Information as may be necessary to such of its directors, officers, employees, and advisors (the Representatives) when strictly necessary to enable the Recipient to evaluate, prepare for, negotiate and carry out the Collaboration. Prior to any such disclosure of Confidential Information, the Recipient shall ensure that each such Representative is made aware of and agrees to observe the obligations contained herein. The Recipient may not disclose Confidential Information to any other physical or legal person except if agreed in writing by the Company.
1.5 The foregoing obligations of confidentiality shall not apply to Confidential Information:
(a) which is already known to the public or becomes available to the public other than through the act or omission of the Recipient or its Representatives;
(b) which the Recipient can prove was known to it prior to the date and time the Recipient received such Confidential Information from the Company;
(c) which the Recipient can prove was disclosed to it by a third party which is not, to the knowledge of the Recipient, acting in breach of any obligation of confidentiality towards the Company; or
(d) which the Recipient can prove has been developed by the Recipient or its Representatives entirely independently of any Confidential Information supplied hereunder.
1.6 The Recipient acknowledges that the Confidential Information has commercial value and is the property of the Company, and all ownership to the Confidential Information will remain with the Company. The Recipient must take all steps necessary to safeguard the confidentiality of the Confidential Information.
2 Use of the Confidential Information – Approved Purpose
The Recipient shall not use, directly or indirectly, any Confidential Information for any other purpose whatsoever other than evaluating, preparing for, negotiating and carrying out the Collaboration (Approved Purpose). The Recipient must not profit from the use of the Confidential Information, except in respect of the Approved Purpose.
3 Storing and return of the Confidential Information
3.1 The Recipient and its Representatives shall keep all the received written and electronic Confidential Information in a secure manner. The same applies to written and electronic material containing excerpts from or references to Confidential Information, including the Recipient’s own notes and documents regarding the Company and/or the Collaboration.
3.2 The Recipient shall at its own expense, within five days of receipt of a written notification from the Company:
(a) return or destroy all written Confidential Information provided to the Recipient or its Representatives without keeping any copies;
(b) destroy all analyses, notes or other documents prepared by the Recipient or its Representatives which contain or otherwise reflect Confidential Information;
(c) delete or cause the deletion of all Confidential Information from any computer or other device in the possession or under the control of the Recipient or its Representatives; and
(d) on request confirm in writing that this clause 3.2 has been fully complied with.
4 Non-competition, non-solicitation and non-recruitment
4.1 During the duration of this Agreement, the Recipient will not, and will ensure that the Recipient do not, without the prior written consent of the Company, either directly or indirectly become involved or participate in any capacity in any business, activities, decisions, operations, undertakings or concerns which, in the reasonable opinion of the Company:
(a) conflict, or appear to conflict, with the interests of the Company; and
(b) are in competition with, or are of a similar nature to, the activities of the Company
4.2 In connection with the Recipient considering the Collaboration, the Recipient and its Representatives shall not contact any of the Company’s employees, suppliers or customers without the Company’s prior written consent.
4.3 The Recipient shall not solicit or entice or endeavour to solicit or entice any existing supplier, customer or other contract or trading party of the Company to terminate or alter their business relationship with the Company. This clause 4.3 shall remain in force during the negotiations regarding the Collaboration and for 12 months after the termination of such negotiations if the negotiations are not successful.
4.4 The Recipient shall not solicit or entice or endeavour to solicit or entice any directors, employees or other representatives of the Company, or consultants delivering services to the Company, to leave their current employment. This clause shall remain in force during the negotiations regarding the Collaboration and for 12 months after the termination of such negotiations if the negotiations are not successful.
4.6 The Recipient acknowledges that the covenants in respect of non-competition contained in this clause are fair and reasonable and that the Company is relying upon this acknowledgement in entering into this agreement. The Recipient will ensure that the Recipients directors, employees and agents will make the same acknowledgement.
4.7 The Recipient agrees and acknowledges that should the Recipient take over or acquire any client from the Company during its term of engagement or within (12) twelve months after the termination of its engagement with the Company the Recipient will be required to pay compensation to the Company in respect of those clients. The calculation for the compensation shall be equal to one dollar ($1.00) for every dollar of gross fees charged to that client for the previous twelve months. At the Company’s discretion allowances may be made in respect of clients introduced to the Company by the Recipient. This clause shall not merge on completion of this Agreement.
had direct dealings in the course of, or in connection with, the duration of the NDA.
5.1 The Recipient agrees and acknowledges that it shall not obtain any rights, title, estate or other interest of any nature whatsoever in or to the Confidential Information.
5.2 The Recipient shall immediately notify the Company if the Recipient or any of its Representatives becomes aware of any actual, threatened or likely disclosure of Confidential Information to an unauthorised party.
5.3 The Recipient hereby agrees to fully indemnify the Company, its directors and owners against any liabilities, costs, expenses, damages and losses which the Company, its directors and owners may suffer or incur as a result of or in connection with any breach of the Recipient’s and its Representatives’ undertakings or obligations in this NDA.
5.4 The express provisions in this NDA shall be without prejudice to any other rights and remedies available to the Company or its directors or owners by law. No failure or delay by the Company or its directors or owners in exercising any rights under the terms of this NDA shall act as a waiver hereof.
5.5 The Company, its affiliates and advisers and their respective employees, directors, and agents shall have no liability to the Recipient or any of its Representatives for any error or omission in the Confidential Information and may at any time refrain from submitting additional Confidential Information.
5.6 If any provision of this NDA is held to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
5.7 This NDA shall not create any obligation on either Party to enter into any form of agreement and each Party reserves the right, at its sole discretion, to terminate at any time the discussions concerning the Collaboration.
5.8 The Recipient shall not disclose the Confidential Information to any of its affiliated companies or owners, unless such disclosure first is permitted by the Company and such company or owner signs a confidentiality agreement on substantially the same terms as this NDA.
6 Commencement and term
6.1 This NDA shall come into effect on the Effective Date.
6.2 This NDA shall remain in full force and effect for a period of 36 months from the Effective Date.
7 Governing law and jurisdiction
7.1 All matters related to the NDA shall be subject to and governed by the laws of Norway.
7.2 Any dispute, controversy or claim arising out of or in connection with this NDA shall be referred to and settled by the Norwegian courts, with Hordaland District Court (Nw. Hordaland Tingrett) as the agreed legal venue. Nothing herein shall limit the right of any party to this NDA to seek to obtain in any court of competent jurisdiction any interim relief or provisional remedy, including injunctive relief.
This NDA is signed on the Effective Date.
For and on behalf of the Company: Kennet Nilsen Director