Parties are finding initially as undisputed, that:
- Provider provides internet based application on domain calms.com as a service for Customer for leak management.
- Provider and customer want to cooperate, that is why they want to establish confidentially relationship, and they conclude this policy with intention to prevent unauthorized disclosure of confidential information.
- All information that customer will put on internet application will be shown only to customer users with password protection.
- Expression “Confidential information” means all technical, business, scientific and other data, procedures, documents and other information (in oral or written shapes) and all physical objects of CUSTOMER or PROVIDER, and their business partners (including and without restraints, examples and patterns, with a service, marketing or promotion of any CUSTOMER or PROVIDER product), that were or will be revealed to “Receiving Party” or his connected societies, representative or subpolicyors connected with prior mentioned business cooperation, either before or after conclusion of this policy. “Confidential information” means and contain also all copies, summaries, records, descriptions, changes and additional copies above mentioned data, procedures, documents, other information or physical objects, received from “Disclosing Party”. The fact that “Disclosing Party” does not mark these information as confidential, does not mean, that such information are not actually considering for confidential. Information that generally considered as confidential will stay confidential, regardless of such mark. If the “Receiving Party” will be in doubt about confidentiality of any of “Confidential information”, the mentioned Party will inquire in written form about that at “Disclosing Party”, who will answer about confidentiality in fifth (5) workdays after receipt written request. Confidential information means also technical solutions to making of a valve, defined in 1.article of this policy.
- Expression “Receiving Party” means party, which is receiving or in any way otherwise gains confidential information from “Disclosing Party”.
- Expression “Disclosing Party” means party, which is disclose confidential information to “Receiving Party”.
- Expression “Connected society” means any legal person, partnership or person that is in property of “Receiving Party” or in which the “Receiving Party” supervises 25% or more of her capital or rights to vote or is on such a position otherwise, that can efficiently accepts decisions about direction from side of “Receiving Party” or in her behalf or is under common supervision with the “Receiving Party”.
- Expression “Representatives” means managers, employees, consultants, advisers and subpolicyors of “Receiving Party” and her connected societies.
- Expression “Subpolicyor” means head, consultants, employees and outside cooperators at subpolicyors by policing parties.
“Receiving Party” obligates herself with this policy, that it will permanently, from receiving date of confidential information, in accordance with this policy, treated confidential information like top secret and she will uncover them to no third and unauthorized person, party or customer, without previous written consent of “Disclosing Party”. She will not also use revealed confidential information as well, including solutions for making products, for own production or any other production, except in case of explicitly written permission of “Disclosing Party”, against payment a suitable money compensation.
“Receiving Party” will be using confidential information exclusively for intentions and needs of mutual cooperation, considering previous paragraph of this article.
“Receiving Party” will secure on her own costs and do all in accordance with valid legislation necessary and reasonably, that it will assure “Confidential information” any protection of confidentiality, that valid legislation allows her, which without restraints includes also consideration of duty of limited disclosure of confidential information when and if the competent state body will demand their disclosure, in accordance with valid regulations.
“Receiving Party” agrees, that it will limit a disclosure of “Confidential information”, which it received from the “Disclosing Party” round this policy, only on those “Representatives” for which it consider that necessary, because of fulfilment of intentions and realization of object of policy from mutual cooperation, mentioned in first article of this policy and only after when “Representatives” obligated themselves, that they will, with valid legislation, consider obligations that the “Receiving Party” took on the basis of this policy.
“Receiving Party” must take care of conclusions of suitable written policies about protection of confidential information with “Representatives”.
Regardless of above mentioned obligations, protecting business secrets will not apply to “Confidential information”, for those information, where “Receiving Party”, can present written evidence:
- that these information have been in their property, or these information have been known to the side otherwise, or they have been in public domain before they were disclosed by “Disclosing Party”, to the “Receiving Party”;
- that these information have entered in common knowledge in field or public, without policy being violated and without blame on “Receiving Party”, or its connected companies or representatives;
- that these information have been published in public by “Disclosing Party” or its connected company;
- that these information have been given at disposal of “Receiving Party”, by third party, which thereby didn’t violate its obligations about business secrets;
- that these information have been developed by “Receiving Party” independently and without reference on “Confidential information” from this policy.
Burden of proof that “Confidential information” belongs to one or more of these exceptions, lies on “Receiving Party”. In case any part of Confidential information belongs to these exceptions, the other part of “Confidential information” still counts as confident.
All “Confidential information” and “confidential material” are and remain property of “Disclosing Party”.
On written request by “Disclosing Party”, the “Receiving Party” obliges itself immediately to return all “Confidential information” to “Disclosing Party”, received by latter, as well as all the copies, and they will not be used, nor directly nor indirectly. This also holds for all the data, contained in these “Confidential information”.
No stipulation from this policy, or disclosure of information by the “Disclosing Party” to the “Receiving Party” in accordance with this Policy, will not result in transferring the rights from intellectual property, including patents, trademarks, copyrights, business secrets or other rights on “Receiving Party”. In the same way it will not result in granting of license or transfer of rights, legal address or interest on “Confidential information” on “Receiving Party”, nor will on some other way form partnership, joint investment or other business relationship, nor will in any other way oblige sides to make such a policy, unless it is otherwise agreed in written form. “Disclosing Party” reserves the right to protect his rights regarding such patents, copyrights, trademarks or business secrets.
Both parties bind up all dispute from this policy and connected to this policy to resolve consensually. In case this will not be possible the court in Ljubljana has the jurisdiction. Policyual right and obligations are to be judged in accordance to Slovenian legislation. In case the court establishes any stipulation from this policy to be illegal, non executable or invalid, all other stipulations remain completely valid and executable.
This policy represents the whole agreement between parties regarding here treated object of policy. It can be changed or supplemented only with written agreement, signed by both policyual parties. No stipulation from this policy will be treated as cancelled through treatment or approval of both policy parties, their representatives or employees, but only in written form and signed by authorized persons from policy parties. No cancellation of any stipulation of this policy does not mean cancellation of any other stipulation (or other stipulations) or the same stipulation at any other opportunity.
Policy is made for undefined time and lasts without regard about change or cessation of business relationship of parties. This policy is binding also for legal successors and assignees.
Policy is concluded with company or other legal person when he or she (user) signs in the internet application CALMS and gets confirmation and password for the application.
Policy completely binds customer – company or legal person and provider about all its provisions.
All sections of this policy, connected to rights and obligations of policing parties concerning confidential information, revealed in time of validity of the policy, are valid also after the policy is terminated.
PROVIDER for CALMS
Gorazd Bregar, General Manager