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Studio Design 3D · Thomas Nicodème
Non-Disclosure Agreement
Accord de Confidentialité (NDA)
Reference: — Project not specified —  Â·  Date: __/__/____
The Service Provider
Thomas Nicodème
Studio Design 3D
Préverenges, Vaud — Switzerland
contact@studio-design-3d.com
Hereinafter referred to as "the Service Provider"
The Client
Company name


Represented by: —

Hereinafter referred to as "the Client"
Preamble — In the context of the 3D design and infographics mission entitled "project not specified", the parties may exchange sensitive, confidential and/or proprietary information. This agreement defines the conditions under which such information will be processed, protected and used.
1

Purpose of the agreement

This Non-Disclosure Agreement (hereinafter "the Agreement") governs the conditions under which each party undertakes to protect the confidential information it will access in the context of the collaboration between the Service Provider and the Client.

This agreement enters into force on the date of signature by both parties and covers the entire mission defined in the corresponding quotation, as well as the post-mission period defined in article 5.

2

Definition of confidential information

"Confidential Information" within the meaning of this agreement means all information, data or documents of any kind — technical, commercial, financial, strategic or creative — communicated by one party to the other, orally, in writing, electronically or by any other means, in the context of the mission.

This includes in particular, without limitation:

  • CAD files, technical drawings, industrial designs, product design data
  • Commercial strategies, launch plans, pricing data and client data
  • Creative elements, visuals, renders, animations and prototypes in progress
  • Information relating to patents, trademarks, know-how and technical processes
  • Any information expressly designated as confidential by the disclosing party

Information that is or becomes public without fault of the receiving party, or that was already known to it prior to the signing of this agreement, is not subject to confidentiality.

3

Confidentiality obligations

Each party undertakes to:

  • Treat Confidential Information with the same degree of protection it applies to its own confidential information, and in any case with reasonable care
  • Not disclose Confidential Information to third parties without the prior written consent of the disclosing party
  • Use Confidential Information solely for the purposes of executing the mission defined in the quotation
  • Restrict access to Confidential Information to those individuals who strictly need it for the execution of the mission
  • Immediately notify the disclosing party in the event of any unauthorised, accidental or suspected disclosure

These obligations apply symmetrically and reciprocally to both parties.

4

Exceptions & legal obligations

Confidentiality obligations do not apply in the following cases:

  • The information was already publicly known before its communication, or has become so without breach of this agreement
  • The receiving party can demonstrate it held the information prior to the signing of this agreement
  • The information was legitimately obtained from a third party not subject to any confidentiality obligation
  • Disclosure is required by a competent judicial or administrative authority, strictly within the limits of that legal obligation

In the latter case, the party compelled to disclose undertakes to inform the other party as soon as possible, to the extent permitted by law.

5

Duration

This agreement takes effect on the date of signature and remains in force for the entire duration of the mission, then for a period of 3 years after the end of the mission or termination of the service contract, for any reason whatsoever.

Upon expiry of the agreement, each party undertakes to return or destroy, upon written request from the other party, all Confidential Information received, in whatever form.

6

Ownership of information

This agreement does not confer on the receiving party any right of ownership over the Confidential Information communicated. Such information remains the exclusive property of the disclosing party.

The receiving party acquires no licence, exploitation right or right of use over the Confidential Information beyond what is strictly necessary for the execution of the defined mission.

7

Suspension of confidentiality for non-payment

The protection granted by this agreement for the benefit of the Client is conditional on full compliance with its financial obligations as defined in the quotation and the Service Provider's General Terms and Conditions.

In the event of total or partial non-payment at the due date, the Service Provider reserves the right to unilaterally suspend its confidentiality obligation towards the Client, including the right to:

  • Publish the visuals and elements produced as commercial references and portfolio work
  • Mention the Client's name, the nature of the project and the visuals in its communications
  • Produce project elements as supporting evidence in any debt recovery proceedings

This suspension takes effect automatically on the first day of payment delay exceeding 30 days, without prior formal notice. It ceases upon full settlement of the outstanding balance, including any penalties.

The Service Provider nonetheless retains its own confidentiality commitment regarding the Client's technical and strategic information, regardless of payment status, except in the event of legal proceedings.

8

Penalties for breach

Any breach of this agreement by either party exposes the offending party to the following consequences:

DamagesFull compensation for the loss suffered, including commercial, financial and reputational harm
Immediate terminationAutomatic termination of the service contract, without reimbursement of amounts paid
Fixed penaltyCHF 5,000 per proven breach, cumulative in the event of multiple breaches
Legal actionCivil and/or criminal liability action before the competent jurisdiction

These penalties do not preclude recourse to any other measure provided for under applicable law.

9

Governing law & jurisdiction

This agreement is governed by Swiss law, supplemented on a subsidiary basis by French law with regard to the protection of creative works (French Intellectual Property Code).

In the event of a dispute relating to the interpretation or performance of this agreement, the parties undertake to seek an amicable resolution within 30 days of notification of the dispute by either party.

Failing an amicable agreement, any dispute shall be submitted to the exclusive jurisdiction of the Lausanne Court (Vaud, Switzerland).

10

General provisions

If any provision of this agreement is declared null or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall then endeavour to replace the null provision with a valid provision producing an economic effect as close as possible to the original.

This agreement constitutes the entire commitment of the parties on the subject of confidentiality and supersedes any prior agreement, oral or written, on the same subject.

Any modification of this agreement must be made by written amendment signed by both parties.

Signatures of the parties
By signing this agreement, each party acknowledges having read, understood and accepted it without reservation.
The Service Provider
Thomas Nicodème
Studio Design 3D
Préverenges, Vaud — Switzerland
Sign here
The Client
Company name
Represented by: —
Sign here
Studio Design 3D · Thomas Nicodème · Préverenges, Vaud, Switzerland
contact@studio-design-3d.com · www.studio-design-3d.com