FIRST – Definitions
The following terms shall be interpreted in accordance with the definitions annexed thereto. The following terms shall be construed in accordance with the definitions annexed hereto:
- ‘Proprietary Information’: the following shall be considered as such, by way of example and without limitation: discoveries, concepts, ideas, knowledge, techniques, designs, drawings, drafts, diagrams, texts, models, samples, databases of any kind, applications, programmes, brands, logos, as well as any information of a technical, industrial, financial, advertising, personal or commercial nature of any of the parties, regardless of its presentation or distribution format, and accepted by the ‘Addressees’.
- Source”: shall mean any party where, within these terms, it is the party supplying the Proprietary Information and/or any of those involved in the company or organisation.
- Recipients”: any of the parties receiving the Proprietary Information from the other party shall be considered as such.
SECOND.- Proprietary Information.
Any information contained in the catalogues and documents provided in the private area of PROMEI (regardless of whether such transmission is oral, written, on magnetic support or in any other computer, graphic or any other mechanism of whatever nature) will be considered confidential information and will be treated in accordance with that established in the present document. This information, and its copies and/or reproductions shall be considered ‘Proprietary Information’ for the purposes of this agreement.
THIRD.- Exclusion from this Agreement.
Proprietary information’ shall not be understood to be, nor shall it receive such treatment, that information which:
I – Is public knowledge at the time of its notification to the ‘Recipient’ or after the notification has been produced it reaches such public status, without the ‘Recipient’ violating the provisions of this agreement, i.e., the ‘Recipient’ was not the ultimate cause or ‘Source’ of the disclosure of such information.
II – It can be proven by the ‘Recipient’, according to its records, duly verified by the ‘Source’, that it was in possession of the same by legitimate means without any previous confidentiality agreement being in force at that time prior to the supply of said information by its legitimate creator.
III – It was massively disseminated without limitation by its legitimate creator.
IV – It was created completely and independently by the ‘Recipient’, who can prove this, according to his files, duly verified by the ‘Source’.
FOURTH – Custody and non-disclosure.
The Recipients consider the ‘Proprietary Information’ that the ‘Source’ may supply to them to be confidential and agree to its strict custody and safekeeping, as well as to its non-disclosure or supply, in whole or in part, to any third party without the prior, express and written consent of ‘Source’. Such consent will not be necessary when the obligation to supply or disclose the ‘Source’s own information’ on the part of the ‘Recipient’ is imposed by Law in force or by Final Judicial Sentence.
FIFTH.- Support of the ‘Proprietary Information’.
All or part of the ‘Proprietary Information’, papers, books, accounts, recordings, lists of clients and/or partners, computer programmes, procedures, documents of any type or technology in which the supply was made under the condition of ‘Proprietary Information’, regardless of the support that contains it, will be classified as secret, confidential or restricted.
SIXTH.- Responsibility in the Custody of ‘Proprietary Information’.
The ‘Proprietary Information’ may be disclosed by the ‘Recipient’ or its managers and/or employees, without prejudice to the ‘Recipient’ taking the necessary measures for the exact and faithful fulfilment of this Agreement, necessarily informing both of them of the secret, confidential or restricted nature of the information disclosed, as well as the existence of this Agreement.
Likewise, the ‘Recipient’ must give its managers and/or employees the guidelines and instructions it deems appropriate and convenient for the purpose of maintaining the secret, confidential or restricted nature of the ‘Source’s’ own information. The ‘Recipient’ shall warn all its officers, employees, etc., who in accordance with the provisions of this agreement have access to the ‘Proprietary Information’, of the consequences and liabilities that the ‘Recipient’ may incur for the infringement by such persons of the provisions of this Agreement.
The Recipient shall not, under any circumstances, communicate or disclose the Proprietary Information to competing companies in the same industry as the Source.
Each party shall be responsible both for the conduct of its managers and/or employees and for the consequences that may arise therefrom in accordance with the provisions of this Agreement.
SEVENTH. – Responsibility for the custody of ‘Proprietary Information’.
The ‘Recipient’ will be responsible for the custody of the ‘Proprietary Information’ and any copies of the same supplied by the ‘Source’, in order to treat it as secret, confidential or restricted, at present and in the future, unless explicitly indicated by the ‘Source’.
In order to guarantee this custody, the ‘Proprietary Information’ and any copies of the same supplied by the ‘Source’ must be returned at the termination of the commercial relations, or before, if required by the ‘Source’ and responding to the corresponding damages, in the event of non-compliance with the provisions herein. (In those cases in which the return of the ‘Proprietary Information’ is not necessary, this paragraph shall be deleted).
EIGHTH.- Breach.
The breach of the confidentiality obligations set out in this document, by either party, its employees or directors, shall entitle the other party to claim, by the legal means it deems most appropriate, compensation for the damages caused, including loss of profits.
NINTH.- Duration of the Confidentiality Agreement.
Both parties agree to maintain this Confidentiality Agreement, even after the termination of their commercial relations.
TENTH.- Applicable Legislation.
This Confidentiality Agreement shall be governed by Spanish Law, and any dispute, controversy or conflict regarding the interpretation or execution of this Agreement shall be subject to the jurisdiction of the Courts of Albacete, to the exclusion of any other that may correspond to the parties, which they hereby waive.
In compliance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and the free movement of such data we inform you that, by completing the present forms, your personal data will be incorporated and processed in the files of PROMEI in order to be able to provide and offer you our services as well as to inform you of improvements to the website. We also inform you of the possibility of exercising your rights of access, rectification, cancellation and opposition of your personal data, free of charge, by email to PROMEI@PROMEI.COM or at the address Polígono Industrial Camporroso, par D-2, C/ Guadalajara nº 2, 02520 Chinchilla de Montearagón (Albacete).