Non-Disclosure &

Non-circumvent terms:

Our default terms below, if nothing else has been agreed in

writing in advance:

1.

We agree by dealing with ININDI (Inindi of Sweden or any

sister company or brand of the same or any company later

added to the ININDI group of companies, or partner

company to ININDI) after have being given a link to this page

(or page with info that includes a link to this page) or as

attached to an E-mail  or by referring to this web page in any

other way, that we accept that these terms are valid or we

will back out from dealing with ININDI.   ININDI is also bound

by this the same undertaking.

2.

One party will provide

information (The Provider) and one

party will receive information (The

Recipient). Or both parties will provide

information to each other and then

both parties are considered as The

Provider and as The Recipient in

respective information cases.

3.

DEFFINITIONS

a.

WHEREAS, PROVIDER has certain

secret information that he wants to disclose to the

RECIPIENT CONFIDENTIAL INFORMATION: PROVIDER will

hand over secret information, which shall hereinafter be

referred to as "CONFIDENTIAL INFORMATION"; and

WHEREAS, RECIPIENT is interested in examining the

CONFIDENTIAL INFORMATION solely for the PURPOSE,

defined below;

b.

PURPOSE: Initially to explore business opportunities

related to the CONFIDENTIAL INFORMATION. If both parties

after the initial examination period agrees to continue to

work together in business deals and/or project(s) of any kind

related to the CONFIDENTIAL INFORMATION given during the

initial period than the PURPOSE also includes the time after

the initial exploration period. MANUFACTURING ORDER:

4.

In the case the PROVIDER wants the RECIPIENT to handle

the placement of an order of

a product with a third party

on behalf of the PROVIDER

and for which INFORMATION,

that needs to be given to the

third party manufacturer,

comes under the

CONFIDENTIAL

INFORMATION under this

undertaking then this is here

known as the

MANUFACTURING ORDER in

this undertaking. UNDERTAIKINGNOW, THEREFORE, in

consideration of the premises and mutual covenants

contained herein, the RECIPIENT hereto agree as follows:

5.

PROVIDER, directly or through its employee (the

PROVIDER Contact) shall disclose CONFIDENTIAL

INFORMATION to RECIPIENT, directly or through its employee

(the RECIPIENT Contact) to enable RECIPIENT to fully evaluate

such disclosure solely for the PURPOSE. CONFIDENTIAL

INFORMATION shall be classified as CONFIDENTIAL at the

time of disclosure by the PROVIDER.

6.

All CONFIDENTIAL INFORMATION is considered highly

sensitive and strictly confidential. Accordingly, RECIPIENT will

maintain such Information in the utmost confidence.

RECIPIENT will initially not use or exploit the Information for

any purpose other than evaluating, and if cooperation take

place after the initial evaluating period, then THE RECIPIENT

will only use the information for developing such business

and/or projects and/or products for which both parties has

agreed and from which both parties will benefit.

7.

RECIPIENT agrees to accept the CONFIDENTIAL

INFORMATION and to employ all reasonable efforts to

maintain the CONFIDENTIAL INFORMATION as secret and

confidential, such efforts to be no less than the degree of

care employed by RECIPIENT to preserve and safeguard

Recipient's own confidential information. The CONFIDENTIAL

INFORMATION shall not be disclosed or revealed to anyone

except employees of RECIPIENT who have a need to know the

CONFIDENTIAL INFORMATION for the PURPOSE and who

agree to be bound by the terms of this undertaking.

a.

In the case THE RECIPIENT will be given the task to

contact any THIRD PARTY on behalf of THE PROVIDER and if

it’s necessary to disclose such CONFIDENTIAL INFORMATION

or part thereof then he may do so if the PROVIDER agree to

the same. THE RECIPIENT shall then ask the THIRD PARTY for

the same NON-DISCLOSURE AND NON-CIRCUMVENT

UNDERTAKING.

i.

If the PROVIDER gives the RECIPIENT, after the

evaluation period, the task to contact several other

companies in order to develop the mutual business then

there is only need for one single approval by the PROVIDER

to the RECIPIENT in order to allow the RECIPIENT under this

undertaking to contact such companies.

b.

If THE RECIPIENT shall place a MANUFACTURING ORDER

on behalf of THE PROVIDER and if normal routines in the

actual industry does not allow such NO DISCLOSURE AND NO

CIRCUMVENT undertaking to be signed then the PROVIDER

shall approve such an arrangement prior to any disclosure of

CONFIDENTIAL INFORMATION by the RECIPIENT to the

manufacturer.

8.

It is hereby understood in

regard to PROVIDER that

RECIPIENT shall incur no liability

merely for examining and

considering the CONFIDENTIAL

INFORMATION. However,

RECIPIENT agrees that it will not

initially use the CONFIDENTIAL

INFORMATION for any purpose

other than the PURPOSE without

the prior written consent of

PROVIDER.

9.

Recipient's obligations under Paragraphs 6, 7 and 8

above shall not extend to any part of the CONFIDENTIAL

INFORMATION:

a.

that in the case the PROVIDER, at the time of giving the

information, fails to inform the RECIPIENT that the

information handed over or given in any other way, is to be

understood as CONFIDENTIAL under this undertaking; or

b.

that can be demonstrated to have been in the public

domain or publicly known and readily available to the trade

or the public prior to the date of the disclosure; or

c.

that can be demonstrated, from written records, to have

been in Recipient's possession or readily available to

RECIPIENT from another source not under obligation of

secrecy to PROVIDER prior to the disclosure; or

d.

that becomes part of the public domain or publicly

known by publication or otherwise, not due to any 

unauthorized act by RECIPIENT; or

e.

that is subsequently disclosed to RECIPIENT by a third

party who is not under an obligation of  confidentiality to

PROVIDER; or

f.

that is required by any law, regulation, or order of court

to be disclosed by RECIPIENT. Prior to disclosing proprietary

or CONFIDENTIAL INFORMATION of the PROVIDER, the

RECIPIENT shall first notify  and provide it an opportunity to

prevent disclosure. 

10.

Recipient's obligations under Paragraphs 6, 7 and 8 shall

extend for a period of five (5) years from the effective date. 

And to be automatically prolonged by one (1) year after this

period, and continue to be prolonged by one year after each

such extra one year period, unless the prolongation no

longer is actual because:

a.

that the CONFIDENTIAL INFORMATION no longer is to be

understood as CONFIDENTIAL (due to reason given under

point 5 above); or

b.

that the cooperation between the both parties no longer

is actual since two (2) years prior to time for prolongation; or

c.

that one or both parties no longer exists (due to

company been deregistered, gone in to bankruptcy or for

any other such reason no longer is an active company); or

d.

that there no longer is any valid agreement and/or

cooperation and/or economical arrangements of any kind

between the companies.

11.

It is understood that nothing herein shall be deemed to

constitute, by implication or otherwise, the grant to

RECIPIENT of any license or

other rights under any

patent, patent application, or

other intellectual property

right or interest belonging to

PROVIDER, or as permitting

RECIPIENT to unfairly obtain

the right to use any 

CONFIDENTIAL INFORMATION

which becomes publicly

known through an improper

act or omission on its part. 

12.

All Information will be returned to PROVIDER in

accordance with the instructions of the PROVIDER if

RECIPIENT does not go ahead with the matter. Then, in

addition to returning all Information to the PROVIDER,

RECIPIENT will destroy any analysis, notes or other materials

relating to or derived from the Information.

a.

If no deal is done based on the info and if THE PROVIDER

do not request in writing that information given should be

returned within 30 days of last contact then THE RECIPIENT

can simply destroy or delete all received information,

including all backups, and thereby should be understood to

have fulfilled the terms of this paragraph.  

13.

RECIPIENT will not circumvent PROVIDER by using

Providers business idea for Recipients own purposes, unless

agreed so between the two parties in writing.

14.

RECIPIENT may carry on any activity that RECIPIENT

already is entertaining prior to this undertaking without

breaching the non-circumvent paragraph, 13 above, 

15.

RECIPIENT shall not use the name of PROVIDER or any

contraction or derivative thereof or the name's) of the  other

party's faculty members, employees, or students, as

applicable, in any advertising, promotional, sales  literature,

or fundraising documents without prior written consent

from the other party.

16.

This terms supersede any previous non-disclosure

arrangement or undertaking or agreement or any other

preliminary representations or understandings, if any, that

have been entered into by the parties to this undertaking

with regard to the subject CONFIDENTIAL INFORMATION. 

17.

We fully agree to examine and consider the subject

matter of the CONFIDENTIAL INFORMATION on the foregoing

basis.

End, last updated 2022-12-30

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