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TRANSLATED S.R.L.
VAT. IT 071 73 52 10
_ 01 R.E.A. Roma
1015467
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NON DISCLOSURE AGREEMENT
This Nondisclosure Agreement (this “Agreement”), effective upon the date of electronic acceptance (“Effective Date”),
is entered into by and between Translated SRL, a Limited Corporation, having its principal place of business at
Rome, Via Indonesia 23 (“Translated SRL”) and ________________________________________ (“Recipient”)
(each herein referred to individually as a “Party”, or collectively as the “Parties”).
In consideration of the covenants and conditions contained herein, the Parties hereby agree to the
following:
1. Purpose
Translated SRL wishes to keep the Recipient as an independent contractor for Translation services delivered (the
“Opportunity”), and in connection with the Opportunity, Translated SRL has disclosed, and may further disclose to
Recipient certain confidential technical, technological business information that Translated SRL requires the recipient
to treat as confidential.
2. Confidential Information
A. Confidential Information
“Confidential Information” means any information disclosed by Translated SRL or its subsidiary to Recipient in writing
(directly or indirectly), orally or by inspection of tangible objects (including, without limitation, research, services,
customer information, markets, processes, marketing and finance documents, samples) irrespective of whether it is
designated as “confidential” or not at the time of disclosure. Third party information that is in Translated SRL
possession and is disclosed to Recipient under this Agreement should be treated as confidential.
B. Exceptions
Confidential Information shall, however, exclude any information that Recipient can prove, (i) was generally available
to the public prior to the time of disclosure to Recipient by Translated SRL; (ii) becomes generally available without an
obligation to honor confidentiality contract after disclosure to Recipient by Translated SRL; or (iii) is in legal
possession of the Recipient without confidentiality duty at the time of disclosure by Translated SRL to Recipient.
_ _
Via Indonesia 23 E-MAIL [email protected]
00144 Rome (RM) TEL. +39 06 90 254 001
Italy WEB. translated.com
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TRANSLATED S.R.L.
VAT. IT 071 73 52 10
_ 01 R.E.A. Roma
1015467
We open up language to everyone
C. Compelled Disclosure.
In the event the Recipient is legally expected to disclose any Confidential Information, beyond the confines of
confidentiality agreement, Recipient will provide Translated SRL written notice of such disclosure and will help
Translated SRL in an injunction or other appropriate remedy. If Translated SRL waives Recipient’s compliance with
this Agreement or a prayer for injunction abort, Recipient will provide only that portion of the Confidential Information
that is legally required to be disclosed, and not for other services other than meeting such legal disclosure.
3. Non-use and Non-disclosure.
Recipient shall:
A. Use Confidential Information solely for purpose except to evaluating and engaging in the performance of
services related to the Opportunity and not for any other purpose.
B. Not be allowed to disclose, directly or indirectly, by self or any other third party, Confidential Information
without Translated SRL’s prior written consent. The Recipient may disclose Confidential Information to other
consultants and/or other professionals, only if specifically allowed by Translated SRL, as long as these
professionals are committed to confidentiality agreements with Translated SRL and/or the Recipient.
4. Maintenance of Confidentiality
Recipient shall endeavour to protect the secrecy of and avoid publicizing any unauthorized use of the Confidential
Information. Recipient shall institute measures to protect most highly Confidential Information and shall not make any
copies of the Confidential Information without prior written approval by Translated SRL.
5. No Obligation
The parties are under no obligation to proceed with any transaction between them, as it’s not part of this. Therefore
each party reserves the sole right to terminate the engagements entered or any discussions. Translated SRL
reserves the right to use or disclose its own Confidential Information, as no deterrents exist in the Agreement.
_ _
Via Indonesia 23 E-MAIL [email protected]
00144 Rome (RM) TEL. +39 06 90 254 001
Italy WEB. translated.com
_
TRANSLATED S.R.L.
_ VAT. IT 071 73 52 10
01 R.E.A. Roma
We open up language to everyone
1015467
6. No Warranty
All confidential information is provided “as is”. Translated SRL guarantees no warranties, express, implied or
otherwise, as regards the accuracy, comprehensiveness or performance of any confidential information, or any other
violation of any intellectual property rights of a recipient or a third party.
7. Return of Materials
All documents containing Confidential Information, all copies or extracts thereof, notes or even other tangible objects
containing such information, that are in possession of the Recipient, remain the property of Translated SRL and shall
be destroyed (with a valid proof of such destruction) or be returned to Translated SRL.
8. Remedies
Recipient acknowledges and agrees that no remedy at law for damages is adequate to compensate Translated SRL
for a breach of the provisions set forth in this Agreement and that Translated SRL as the party injured by such a
breach may be entitled to temporary or permanent injunctive relief against such a breach, without the necessity of
showing or proving actual damage. The award of permanent or temporary injunctive relief shall in no way limit any
other remedies to which Translated SRL may be entitled as a result of any such breach.
9. Recipient Information
Translated SRL wishes not to receive any confidential information from Recipient and therefore assumes no
obligation, either expressed or implied, regarding any information disclosed by Recipient to Translated SRL. Any kind
of information disclosed by the Recipient related to the Confidential Information or any intellectual property rights shall
as an aggregate be deemed “Feedback”.
10. Non-Compete Agreement
The Recipient acknowledges and agrees to respect, for a period of five years from the date of signature, a
non-compete clause forbidding to enter into a direct business relationship with clients of Translated SRL, whose
names and addresses will be received as a result of the work with Translated SRL.
_ _
Via Indonesia 23 E-MAIL [email protected]
00144 Rome (RM) TEL. +39 06 90 254 001
Italy WEB. translated.com
_
TRANSLATED S.R.L.
VAT. IT 071 73 52 10
_ 01 R.E.A. Roma
1015467
We open up language to everyone
11. Duration
The terms of this Agreement will remain in effect with respect to any Confidential Information for a period of five
years from the date of signature.
12. Legal Jurisdiction
This Agreement is governed by and will be construed in accordance with the laws of Rome, Italy
Acknowledged and agreed on ______________________________, ____________________:
Name: _____________________________________________________________________ (Print)
By: ________________________________________________________________________(Signature)
_ _
Via Indonesia 23 E-MAIL [email protected]
00144 Rome (RM) TEL. +39 06 90 254 001
Italy WEB. translated.com
