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.
"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:
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.
Each party undertakes to:
These obligations apply symmetrically and reciprocally to both parties.
Confidentiality obligations do not apply in the following cases:
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.
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.
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.
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:
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.
Any breach of this agreement by either party exposes the offending party to the following consequences:
These penalties do not preclude recourse to any other measure provided for under applicable law.
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).
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.