Standard Confidentiality Agreement Clauses

“Confidential Information” means any oral and/or written (including electronic) and/or graphic and/or machine-readable information including, but not limited to, that which relates to services and products (including pricing), product plans, developments, inventions, processes, policies and practices, designs, drawings, engineering, formulae, markets, software (including proprietary source and object code), hardware configuration (including server architecture), computer programs, algorithms, intellectual property, regulatory information, reports, data and analysis reports, materials, business plans, accounts details, agreements with third persons and customer, vendor, service provider and supplier information (including names, practices, procedures and pricing), as well as entity organization and structure, marketing and assets, liabilities and finances of the Company or its Affiliates, which is disclosed to the Contractor in any form, unless the Company expressly designate such information as not being Confidential Information. Confidential Information shall include, without limitation, any and all information: (i) regarding any and/or all actual and/or potential intellectual property of all kinds directly or indirectly relating to the Company and/or to its Affiliates and/or products and services they provides or are going to provide (the “Services”), including actual or proposed trademarks and/or trade names and/or copyrightable matter in whatever form and format which is disclosed by Company;

regarding persons which have, have had, or may in the future have relationships with the Company or its Affiliates, individually or collectively, including the Company’s or its Affiliate’s current and former organizer, investor, vendor, employee, contractor, customer, client, affiliate, advertiser, beneficial owner and strategic alliance and their own affiliates. For the avoidance of doubts, in the context of direct disclosing of Confidential Information hereunder to the Contractor, the “Company” and the “Affiliate” shall also include persons listed above, related to them, respectively; (iii) regarding any and/or all methods of marketing and/or promotion of any Services to be provided by or in relation to the Company, including the internal or external sources of any Services; (iv) that may be made known to the Contractor in oral and/or written and/or electronic and/or any other form, including all copies or reproductions thereof, and may include information visually available to the Contractor at the Company’s or Affiliate’s premises or websites. (v) that has been disclosed to the Contractor with the notice that such information relates to the Confidential Information, or without such if, however, such information, considering its nature, objectively and reasonably may be considered as relates or may relate to the Confidential Information. Confidential Information shall not include information that is at the time of the effective date of the Agreement set forth above, or subsequently becomes, publicly available without Contractor’s breach of obligations owed. Nothing herein shall be construed to discharge or diminish any pre-existing duty of confidentiality the Contractor may owe to the Company of Affiliates. “Dissemination” (of Confidential Information) means any action of inaction (either by the Contractor or by any other person) resulting in that Confidential Information becomes known or available (in particular by obtaining the access to the account, computer or similar hardware, external storage, documents etc.) to at least one person.

it is normal to sign this

is this also normal ? “Exploitation” (of Confidential Information) means any action (either by the Contractor or by any other person) connected with the implementation or consideration of Confidential Information for planning or conducting any activity. (*) Any other words and phrases used herein shall have their general meaning unless otherwise defined herein or the context requires another meaning thereof. (*) Headings and numbering in this Agreement are used for convenience only and shall not affect the interpretation of this Agreement. (*) In this Agreement, (unless the context specifies otherwise), reference to the singular includes a reference to the plural and vice versa, and reference to any gender includes a reference to all other gender. (*) A reference to a statute or statutory provision is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to laws in general is to all local, national and directly applicable supra-national laws in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any sub-ordinate laws for the time being in force made under them and all orders, notices, codes of practice and guidance made under them. (*) “Writing” or “written” includes communications by faxes and/or e-mail and/or any other form of electronic communication (including, but not limited to any communicated via WhatsApp, Telegram, Facebook Messenger and etc.). (*) Where the words “include(s)” or “including” are used in this Agreement, they are deemed to have the words “without limitation” following them. (*) “Person” includes natural person and/or legal entity and/or unincorporated association, as applicable. (*) Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done; and an obligation to use best endeavors to prevent that thing being done by another person.

and this is okay ? *. PURPOSE (*) The Contractor and the Company or Affiliates wish to explore, or exercising, a possible or real business opportunities of mutual interest (the “Relationship”), and in connection with the pursued business, the Company and Affiliates may disclose (and may have already disclosed) their Confidential Information to the Contractor (including the evaluation of the Relationship and the fact that discussions and/or negotiations pertaining to the Relationship are or were taking place). (*) The present Agreement is intended to allow continuation and/or beginning to discuss and evaluate the Relationship while protecting Confidential Information (including Confidential Information which may have previously been disclosed to the Contractor) against the unauthorized Exploitation and/or Dissemination and/or any threaten thereof.

can I sign this terms ? *. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (*) The Contractor agrees not to perform Exploitation of any Confidential Information disclosed to it by the Company or Affiliate, for its own use and/or for any purpose other than to carry out discussions concerning, and/or undertaking of, the Relationship. The Contractor shall not perform Dissemination of any Confidential Information to any third person, unless the same is performed under written approval of the Company. The Contractor agrees that it shall take all reasonable measures to protect the secrecy of, and avoid unauthorized Dissemination and/or Exploitation of, Confidential Information in order to prevent it from falling into the public domain and/or the possession of persons other than those persons authorized to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the Contractor utilizes to protect its own confidential information of a similar nature, which shall be not less than the reasonable care. The Contractor agrees to notify immediately the Company and respective Affiliate in writing of any actual or suspected unauthorized Exploitation and/or Dissemination which may come to the Contractor’s attention. (*) Notwithstanding the above, the Contractor shall not be liable with regards to any Confidential Information, which the Contractor can prove that such information: (i) was in the public domain at the time it was disclosed and/or has entered the public domain through no fault of the Contractor or any third person, received such information under the obligation to keep it secret. For the avoidance of doubts, should the Contractor become aware of Dissemination by any third person in breach of its obligation before the Company or respective Affiliate, the Contractor shall immediately notify the Company and respective Affiliate on the said and shall to the reasonable extent, assist the Company and respective Affiliate in eliminating all consequences of such Dissemination and facilitating further secrecy of such information until it is objectively obvious that such information will no longer be considered as secret; (ii) was known to the Contractor, without restriction, at the time of the disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was disclosed with the prior written approval of the Company; (iv) was independently developed by the Contractor without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Contractor, without restriction, from a source other than the Company and Affiliate without violation of he Company’s and Affiliates’ rights; (vi) was disclosed pursuant of an order and/or requirement of the court and/or administrative agency and/or other governmental body, provided, that the Contractor shall provide prompt notice of such order and/or requirement to the Company and respective Affiliate to enable the Company to seek a protective order and/or otherwise prevent or restrict such disclosure. (*) Any materials and/or documents that have been furnished by the Company or Affiliate to the Contractor in connection with the Relationship shall be promptly returned by the Contractor, accompanied by all existing copies of such documentation, with simultaneous deleting of all electronic or similar copies thereof, within ten (*) days: (i) after the Relationship has been rejected or terminated; or (ii) following a written request of the Company or respective Affiliate.Without derogation of any other relevant measures, in order to protect Confidential Information, the Contractor shall also: (i) not allow actions or inactions which may result in unauthorized collection, Dissemination or Exploitation; (ii) in case of attempts of any third persons to collect Confidential Information – avoid Dissemination and promptly notify the Company and respective Affiliate thereon; (iii) not store any Confidential Information on local drives o Contractor’s computers without special consent of the Company; (iv) not store/copy documents containing Confidential Information outside the premises of the Company and respective Affiliate, and in such premises when possibility of third persons’ access to such documents is not excluded; v) not perform any copying of Confidential Information to any data mediums, if such copying is not connected with the performance of the obligations within the Relations; (vi) inform the Company and respective Affiliate on the necessity of taking additional measures regarding ensuring the protection of Confidential Information.

is that also okay to sign ? *. NO RIGHTS OR WARRANTIES GRANTED Nothing in this Agreement shall be construed as granting any rights under any patent, copyright, trademark or other intellectual property right of the Company of Affiliates, nor shall this Agreement grant to the Contractor any rights in or to the other Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Relationship and/or limited rights to review and take it into account conducting the Relationship. All Confidential Information disclosed under this Agreement is provided “AS IS” and without warranty of any kind, express and/or implied. *. NO MODIFICATION The Contractor agrees that it shall not modify and/or reverse engineer and/or decompile and/or create other works from or disassemble any software programs, developments, inventions, processes, policies, practices, designs, drawings, engineering, formulae, markets, software (including proprietary source and object code), hardware configuration (including server architecture), computer programs, algorithms, regulatory information, reports, data and analysis reports, materials, business plans and other intellectual property or information contained in the Confidential Information unless such action is permitted in writing by the Company.

is that also okay ? *. TERM This Agreement shall be effective upon the execution hereof and shall remain effective (even after any termination of the Relationship) until the occurrence of the later of: (i) expiry of five (*) years following the signing of the present Agreement; (ii) expiry of five (*) years from the date on which Confidential Information were last disclosed, - - but in any case, until the termination of the Relationship and three (*) years thereafter (if was entered into). This Agreement shall survive indefinitely to the extent it relates trade secrets.

can I sign these terms? *. SPECIAL PROVISIONS Within the term of this Agreement and after its termination regardless of reasons, the Contractor shall comply with principles of non-interference/ non solicitations/ non-compete, namely: (a) not to interfere* into relations of the Company with Affiliates and into relations of the Company and/or Affiliates with any third persons. *under “interference” the Parties understand direct or indirect inducement, instigation or other similar actions aimed to result in refusal from cooperation, failure to perform obligations (b) not to directly/indirectly solicit* employees who work for the Company or Affiliates and\or was working for the Company or Affiliates within one (*) year before the date of their solicitation* (this obligation expires one (*) year after termination hereof). Under no circumstances shall this provision cover employees who worked or otherwise cooperated with the Contractor before the effective date of the Agreement whose recruiting by the Company or Affiliates results from the recommendation or decision of the Contractor. *under “solicitations” the Parties understand proposing the job, inducing to propose the job, employment or assistance in employment; (c) not to cooperate* / interact directly or indirectly with any third persons who are partners, clients*, competitors* of the Company or Affiliate without the prior written approval of the Company – not to compete (this obligation expires six (*) months after termination hereof); *under the term “cooperate” the Parties understand interaction with any third persons on grounds of employment, independent contractor, services agreements, participation in foundation, control, management of legal entities, projects as well as other actions, which establish direct or indirect relations between the Contractor and any such person. *under the term “clients” the Parties understand any persons that receive goods, works or services from the Company of Affiliates. *under the term “competitors” the Parties mean persons the main activity of which is betting/e-gaming, gambling, on-line entertainment services as well as other services similar to services provided by the Company or Affiliates. In case of a breach of the provisions of this clause, the Contractor shall compensate the Company and Affiliates all losses, including lost profit, connected with such breach. Furthermore, the Company may through judicial procedure invalidate such Contractor’s relations with respective persons, which results in the obligation to return all acquired in such relations (including profits received).

is this all okay ? *. GOVERNING LAW This Agreement and all relations of the Parties hereunder shall be governed by the law of the Republic of Cyprus. Any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to the formation, performance, breach, termination or invalidity thereof, shall be settled by Cyprus Eurasia Dispute Resolution and Arbitration Center (“CEDRAC”) in accordance with the CEDRAC Arbitration Rules. The language to be used in the arbitral proceedings shall be English and the place of arbitration shall be Nicosia, Cyprus.