please rewrite the following document so that it can be backdated: NON-DISCLOSURE AGREEMENT No      
 
 
Place: Riga, Latvia
Effective date: the date of the last attached secure electronic signature and its timestamp (the “Effective Date”)
 
[1] SIA "GOC Productions", a limited liability company incorporated and registered at the Commercial Register of the Republic of Latvia with the joint registration No 40203277892, registered address at: 190A 30 Rīgas Street, Jēkabpils, Jēkabpils district, LV-5202, Latvia (the “Disclosing Party”), represented by its member of the management board Jānis Lamsters;
and
[2] [Name, Surname], a citizen of [country], personal identification number:      , residing at:       (the “Receiving Party”);
[company name], a limited liability company incorporated and registered at the Commercial Register of [country of incorporation] with the joint registration No      , registered address at:       (the “Receiving  Party”), represented by its member of the management board [Name, Surname]; 
 
WHEREAS:
A. the Parties desire to keep confidential any confidential information disclosed by the Disclosing Party to the Receiving Party; the Disclosing Party and the Receiving Party intend to carry on commercial discussions with each other in connection with Project (as described below) and anticipate sharing Confidential Information (as defined below) in the course of those discussions and wish to enter into this Agreement to protect the confidential or proprietary nature of the Confidential Information to be disclosed by the Disclosing Party to the Receiving Party.
 
NOW, THEREFORE, hereto agree as follows:
1 DEFINITIONS
1.1 In addition to the terms defined in the Preamble of this Agreement, the following capitalized terms have the following meanings in this Agreement:
“Affiliates”
mean, with respect to any person (other than a natural person), any other person who directly or indirectly controls, or is under common control with, or is controlled by, such first person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means, with respect to any legal person:
(i) the ownership or control (directly or indirectly) of a majority of the voting share capital of the relevant legal person; or
(ii) the ability to direct the casting of a majority of the votes exercisable at shareholder meetings and board meetings of the relevant legal person on all, or substantially all, matters; or
(iii) the right to appoint or remove directors of the relevant legal person, holding a majority of the voting rights at the board meetings on all, or substantially all, matters; or
(iiii) any other power or actual ability, whether or not documented or evidenced by any of the abilities in (i) to (iii) above (including through any fiduciary arrangement), to exercise a dominant influence over any relevant legal person; or
(v) the direct or indirect possession of the power to direct or cause the direction of its financial and operational management and policies (whether through the ownership of voting shares, by a management or advisory agreement, by contract and/or by agency); or
(vi) in the case of any other person the ownership of or the ability to direct, the casting majority of the voting rights in that person.
“Applicable Law”
means, with respect to any person any law, rule, statute, regulation, or other requirement having the force of law in any relevant jurisdiction to which such person is subject.
“Agreement”
means this Non-Disclosure Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Confidential Information”
mean all non-public information or data relating to the Disclosing Party’s, its Affiliates and Representatives or third party’s business at possession of the Disclosing Party disclosed or made available to the Receiving Party regardless of the form (intangible or intangible) or manner of disclosure, whether unmodified or modified by the Receiving Party or the Permitted Persons, including, but not limited to:
(i) all information relating to the Disclosing Party’s trade secrets (including all information that Applicable Law defines as “trade secrets”); and
(ii) all information concerning products, product specifications, data, formula, compositions, designs, algorithms or works-in-process, sketches, photographs, graphs, drawings, samples, inventions, discoveries, ideas, know-how, any concepts, development plans, past, current, and planned research and development, current and planned methods and processes, techniques, programs, technical information, client or customer lists and files, current and anticipated client or customer requirements, vendor and supplier lists and files, price lists, market studies, business plans and business opportunities; and
(iii) all information concerning software, software products, software product development, technology, development tools, specifications, documentation, source code, object code, flow charts, databases, inventions, road maps; and
(iiii) all information concerning the Disclosing Party’s business and affairs, assets, liabilities, data, reports, interpretations, historical and current financial statements, financial projections and budgets, historical, current and projected sales, capital spending budgets, forecasts, strategic plans and records, containing or otherwise reflecting information, provided during the course of discussions with respect to the Purpose including, without limitation, general business and marketing strategies (including pricing policies, cost and profit information, marketing and advertising plans, and the like), publications, agreements; and
(v) any creative works (including, without limitation, graphic designs, visual images, ideas, and inventions); and
(vi) any information regarding performance results relating to the past, present, or future business activities; and
(vii) any information relating to any person or persons, firms, associations, syndicates, companies, or other entity which is a customer of or supplier of the Disclosing Party, which has not been previously released publicly; and
(viii) personal information that relates to any of the Disclosing Party’s Representatives, customer or suppliers or any other related natural person, also, personnel training techniques and materials; and
(ix) the fact that discussions or negotiations are taking place concerning any possible cooperation and/or transaction between the Parties, and the terms, conditions, or any other facts with respect to the Project or any other cooperation or transaction (including the status thereof); and
(x) any other information that should reasonably be recognized as confidential information of the Disclosing Party; and
(xi) any information generated by the Receiving Party or the Permitted Persons that contains, reflects, or is derived from any of the foregoing.
“In-scope Employees”
shall have the meaning set forth in Clause 7.1.2 hereof.
“Notes”
shall have the meaning set forth in Clause 4.1 hereof.
“Parties”
mean the Disclosing Party and the Receiving Party
“Party”
means the Disclosing Party or the Receiving Party.
“Permitted Persons”
means the Representatives of the Receiving Party (if any).
“Permitted Purpose”
means any discussions and negotiations between the Parties concerning or in connection with the Project.
“Project”
means [please define].
“Representatives”
mean any of the following: directors, members of the managing bodies, shareholders, partners, officers, representatives, employees, agents, successors, assignees, consultants, auditors, lawyers.
2 USE OF THE CONFIDENTIAL INFORMATION
2.1 The Receiving Party hereby agrees to use and apply the Confidential Information solely for the purposes of the Permitted Purpose, and agrees that it will not use, practice, or exploit the Confidential Information for any other purpose whatsoever. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. All use of the Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.
2.2 The Receiving Party agrees to keep strictly confidential the Confidential Information and with the same degree of care as the Receiving Party accords to its own Confidential Information but not less than a commercially reasonable degree of care. The Receiving Party agrees not to disclose, divulge, distribute, or disseminate any part of the Confidential Information to any third party (natural person or legal person) without the prior written consent of the Disclosing Party except as otherwise expressly permitted under this Agreement.
2.3 The Receiving Party may disclose any part of the Confidential Information to the Permitted Persons and subject to the prior written consent of the Disclosing Party in the individual case to third parties if and to the extent that it is strictly necessary for the Permitted Purpose.
2.4 In case of disclosure of the Confidential information according to Clause 2.3 hereof, the Receiving Party shall inform all Permitted Persons about this Agreement. Furthermore, the Receiving Party shall oblige and shall be responsible for all Permitted Persons thus involved to maintain strict confidentiality of the Confidential Information in accordance with the terms and conditions contained in this Agreement and to adhere to the other relevant provisions of this Agreement as if the Permitted Persons themselves were a party to this Agreement, unless such Permitted Persons are bound by a professional statutory duty of confidentiality as lawyers, auditors or tax advisors in which case the Receiving Party hereby undertakes not to release them from such professional statutory duty of confidentiality.
2.5 The Receiving Party will keep an up-to-date list of those Permitted Persons to whom it granted access to Confidential Information and, upon the Disclosing Party’s request, undertakes to submit the said list without hesitation.
2.6 The Receiving Party shall take and shall be responsible for procuring that the Permitted Persons shall take all necessary measures and establish appropriate controls:
2.6.1 to safeguard the confidentiality of the Confidential Information and the rights of the Disclosing Party related to the Confidential Information; and
2.6.2 to prevent the unauthorized disclosure or use of any part of the Confidential Information; and
2.6.3 to promptly take all necessary or advisable corrective actions upon becoming aware of any actual or threatened breach of the provisions of this Agreement; and
2.6.4 to ensure that Confidential Information is not disclosed contrary to any Applicable Laws relating to privacy, information security or data protection; and
2.6.5 to inform the Disclosing Party in writing about any unauthorized disclosure or use of any part of the Confidential Information or breach of this Agreement promptly upon becoming aware of such event.
3 EXEMPTIONS
3.1 The obligations under Section 2 (Use of the Confidential Information) hereof do not apply to Confidential Information, which the Receiving Party can prove:
3.1.1 is or becomes generally available to the public other than by reason of a failure by the Receiving Party or any Permitted Person to comply with this Agreement; or
3.1.2 was lawfully possessed by the Receiving Party prior to the disclosure by the Disclosing Party as shown by the Receiving Party’s electronic or written records, provided that it is not subject to another confidentiality agreement with or other obligation of secrecy to the Disclosing Party and its Representatives; or
3.1.3 becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Affiliates or Representatives, provided that such source is not bound by a confidentiality agreement with or other obligation of secrecy to the Disclosing Party and/or its Affiliates and/or Representatives; or
3.1.4 is required to be disclosed by judicial, regulatory, or other administrative process; or
3.1.5 has been independently developed by the Receiving Party without violation of the terms of this Agreement, as evidenced by the Receiving Party’s records, and without reference or access to any Confidential Information.
3.2 If the Receiving Party or any Permitted Person becomes legally required to disclose any Confidential Information by law or by any court, regulatory or other governmental authority, the Receiving Party will promptly provide the Disclosing Party with written notice prior to such disclosure, to the fullest extent permitted under Applicable Law, so that the Disclosing Party may (i) seek a protective order or other appropriate remedy; and/or (ii) waive compliance with the provisions of this Agreement; and/or (iii) have every opportunity to intercede in such process to contest such disclosure before it is made. If such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which its legal counsel has advised is legally and specifically required to be disclosed. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief.
3.3 The Receiving Party or any Permitted Person shall not contact, notify, or inform any supervisory authority and/or third party (natural person or legal person) with regard to the Project without the prior written consent of the Disclosing Party, as the case may be, unless required under Applicable Law. For the avoidance of doubt, the Receiving Party shall inform the Disclosing Party in writing immediately upon becoming aware that they must contact, notify, or inform or make filings with any supervisory authority.
4 RETURN OR DESTRUCTION OF THE CONFIDENTIAL INFORMATION
4.1 Upon the written request of the Disclosing Party, the Receiving Party and the Permitted Persons shall immediately return and redeliver to the Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, analyses, summaries, compilations, studies, interpretation memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the Parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alternatively, upon the written request by the Disclosing Party the Receiving Party and/or the Permitted Persons, shall destroy all Confidential Information provided by the Disclosing Party and any copies made thereof. Confidential Information, which is in electronic form, or consists of or includes the Notes prepared by the Receiving Party and/or the Permitted Persons shall be destroyed. Notwithstanding the foregoing, the Receiving Party and/or the Permitted Persons shall not be obliged to return or destroy Confidential Information, if and to the extent the Receiving Party and/or Permitted Persons must keep such Confidential Information as a matter of mandatory law or pursuant to internal compliance guidelines in line with applicable law. To the extent such Confidential Information is not returned or destroyed, the Receiving Party will ensure and shall procure that the Permitted Persons will ensure that it is secured and access to it is restricted so as to keep its confidentiality in accordance with this Agreement. Upon the written request by the Disclosing Party, the Receiving Party shall confirm in writing that it and/or the Permitted Persons have complied with its/their obligations to return or destroy, as applicable, all Confidential Information in accordance with this Clause 4.
5 OWNERSHIP OF THE CONFIDENTIAL INFORMATION
5.1 The Receiving Party acknowledges and agrees that, as between the Parties, all Confidential Information (i) shall remain the sole and exclusive property of the Disclosing Party, (ii) has been developed and obtained through great efforts by the Disclosing Party, and the Receiving Party will not gain any right, title, or interest in or to any of the Confidential Information or any material developed therefrom.
6 REQUEST FOR CONFIDENTIAL INFORMATION
6.1 All requests by the Receiving Party for the Confidential Information shall be made via e-mail to one or more natural persons of the Disclosing Party designated as follows:
6.1.1 Jānis Lamsters, <PRESIDIO_ANONYMIZED_EMAIL_ADDRESS>,
6.1.2 any other natural person designated in writing by the natural person specified in Clause 6.1.1 hereof.
6.2 The Disclosing Party reserves the right, in its sole discretion, to reject any and all requests for Confidential Information.
7 FURTHER OBLIGATIONS OF THE RECEIVING PARTY
7.1 The Receiving Party further acknowledges and agrees that:
7.1.1 it and its Permitted Persons will not contact (directly or indirectly)‎ with regard to the Project or the Permitted Purpose: (i) any known customer, client, supplier or agent of the Disclosing Party or its Affiliates unless the Disclosing Party has permitted to do it in writing; (ii) any Representative of the Disclosing Party or its Affiliates (other than those who have been introduced to the Receiving Party as being involved with the Project), nor will it or any Permitted Persons attempt to solicit information regarding the Project from any such persons;
7.1.2 for a period of two (2) years from the Effective Date, neither the Receiving Party, the Permitted Persons, or Representatives of its Affiliates nor any persons acting on its behalf will solicit, whether directly or indirectly, any officer, director or employee of the Disclosing Party or its Affiliates (“In-scope Employees”), with a view to offering them employment; except that nothing shall prevent the Receiving Party from utilizing non-targeted employment advertisements or the services of employment search firms, provided that: (i) the Receiving Party does not direct such employment search firms to target any In-scope Employees, (ii) employing any In-scope Employees who respond to advertisements or employee search firms referred to in clause (i) of this paragraph, and (iii) employing any In-scope Employee who contacts the Receiving Party without any solicitation or inducement by the Receiving Party.
8 NO REPRESENTATIONS OR WARRANTIES
8.1 The Receiving Party expressly acknowledges that neither the Disclosing Party nor any of their respective Representatives make any representation or warranty as to the accuracy or completeness of the Confidential Information and shall have no liability in respect thereof except as may be otherwise agreed in writing in a definitive agreement executed between the Parties, as the case may be, in respect of the Project.
9 NO OBLIGATION
9.1 The Receiving Party acknowledges that this Agreement does not create any obligation on the Disclosing Party or its Representatives to provide the Receiving Party with any Confidential Information, and that the Disclosing Party and its Representatives may decide to disclose further Confidential Information that they deem particularly sensitive only after receipt of further confidentiality undertakings by the Receiving Party and/or Permitted Persons.
9.2 Neither this Agreement nor the disclosure or receipt of Confidential Information, shall be construed as creating any obligation of a Party to enter into any other agreement, relationship, or transactions with the other Party.
10 NOTICE OF BREACH
10.1 The Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of any unauthorized disclosure or use of the Confidential Information by the Receiving Party or the Permitted Persons.
10.2 The Receiving Party shall cooperate with any and all efforts to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
11 REPRESENTATIONS AND WARRANTIES
11.1 Each Party hereby represents and warrants to other Party:
11.1.1 the Party (if it is a legal person) is a duly incorporated company validly existing under the law of its jurisdiction of incorporation and has the power to carry on its business as it is being conducted;
11.1.2 the Party (if it is a legal person) has the power, authority and authorisations to enter into and perform this Agreement, and the transactions contemplated by it, and this Agreement constitutes valid and binding obligations for the Party enforceable in accordance with its terms;
11.1.3 the Party’s (if it is a legal person) representative has all rights, valid and not expired, necessary for entering into this Agreement, as well as all the necessary internal corporate approvals, if applicable, and is fully entitled to conclude this Agreement.; and
11.1.4 entering into and performing this Agreement does not conflict with, or result in a breach of the (i) Party’s (if it is a legal person) constitutional documents, (ii) any agreement, license, commitment or permit to which the Party is a party (if applicable), (iii) any judgment or ruling of any court or governmental or local authority, to which the Party is subject to, (iv) any Applicable Law.
11.2 The Receiving Party acknowledges and confirms that it is acting solely for itself and on its own account, and not as a representative, intermediary or similar capacity for a third party.
12 LIABILITY
12.1 The Disclosing Party shall have no liability to the Receiving Party (or any other person or entity) resulting from the use of the Confidential Information or any reliance on the accuracy or completeness thereof.
13 REMEDIES
13.1 Both Parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized disclosure or use of the Confidential Information would destroy or diminish the value of such information. The damages to the Disclosing Party that would result from the unauthorized disclosure or use of the Confidential Information would be impossible to calculate. Therefore, both Parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the disclosure or use of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. The Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and expenses.
14 ASSIGNMENT
14.1 The Receiving Party may not assign this Agreement or any of its rights or obligations hereunder without the Disclosing Party's prior written consent.
14.2 The Disclosing Party may assign this Agreement and/or all or any of its rights hereunder to any of its direct or indirect subsidiaries and its Affiliates and those persons shall be entitled to enforce this Agreement as if they were the Disclosing Party. The Receiving Party hereby grants its consent in advance to such assignment.
15 TERM AND TERMINATION
15.1 This Agreement shall remain in effect for a two (2) year term (subject to a one (1) year extension if the Parties are still discussing and considering the Project at the end of the second year). Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.
15.2 This Agreement can be terminated before its term by mutual written consent of the Parties.
16 SEVERANCE
16.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is void, invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement (and, as the case may be, the remainder of the relevant provision) shall not be affected.
16.2 If any void, invalid, illegal or unenforceable provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum deletion necessary to make it legal, valid and enforceable.
16.3 Should any provision herein prove to be void, illegal or unenforceable by reason of it violating the Applicable Law, the Parties shall give their best efforts to agree on a new provision that replaces such provision, as far as possible, preserving the same legal and economic essence that resulted from the said provision.
17 AMENDMENTS
17.1 Any and all amendments and supplements to this Agreement are effective when executed in writing and signed by the Parties. Amendments and supplements to this Agreement shall be deemed its integral parts.
18 WHOLE AGREEMENT
18.1 This Agreement shall constitute entire understanding of each Party in relation to the subject matter of this Agreement, and supersedes all preliminary negotiations, correspondence, and arrangements, whether electronic, oral, or written, between the parties that occurred prior to the signing of this Agreement. Only the obligations specified in this Agreement shall be binding for the Parties.
18.2 The Parties acknowledge and confirm that all provisions of this Agreement have been negotiated and each Party was able to influence the substance of each provision. The Parties also confirm that, in their reasonable opinion, no condition of this Agreement damages unreasonably any of the Parties. The Parties expressly state that they consider all the terms and conditions of this Agreement reasonable and undertake to comply with them.
19 NOTIFICATIONS
19.1 Notifications related to this Agreement shall be sent by registered mail and/or e-mail to the address set forth in this Agreement or such other address or e-mail address of each relevant Party as that Party may have provided according to this Section 19. It shall be each Party’s own responsibility to keep its contact information up to date.
19.2 Any communication or document made or delivered by one person to another under or in connection with this Agreement will:
19.2.1 if by way of e-mail, shall be signed with secure electronic signature and will be deemed to have been received on the 1st (first) business day following the date of transmission provided that the communication is received in legible form, and where the e-mail has attachments to it that a prior e-mail be sent to the addressee informing such addressee of the forthcoming e-mail; or
19.2.2 if delivered by hand, shall be signed by hand, and will be deemed to have been received at the time of delivery; or
19.2.3 if by way of courier service, shall be signed by hand and will be deemed to have been received on the 7th (seventh) business day following the date of such sending.
19.3 Any notice or other document given under or in connection with this Agreement must be in English and, in the event that any document is not in English, it must be accompanied by a translation and, if requested by any party, a sworn translation prepared at the cost of the person who is delivering such document.
19.4 The Parties herein agree that documents signed with a secure electronic signature shall be accepted as documents signed by hand.
20 LANGUAGE
20.1 If this Agreement is translated into any language other than English, the English language text shall prevail.
21 GOVERNING LAW
21.1 This Agreement and any dispute, claim or controversy arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed according to the effective laws of the Republic of Latvia.
22 DISPUTE SETTLEMENT
22.1 In the event any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof a Party may serve a written notice to the other Party that a Dispute has arisen.
22.2 The Parties shall use all reasonable endeavours for a period of 30 (thirty) calendar days from the date of the dispute notice is served by one Party to the other Parties (or such longer period as may be agreed in writing between the Parties) to resolve the dispute, controversy or claim on an amicable basis.
22.3 Subject to Clause 22.1 and Clause 22.2 hereof, the dispute, controversy or claim shall be finally settled by arbitration according to the effective laws of the Republic of Latvia in the courts of the Republic of Latvia, the Riga’s district court being the first instance court.
23 SIGNATURES OF THE PARTIES
23.1 This Agreement shall enter into effect on the date when all Parties have signed it with secure electronic signature.
the Disclosing Party:
the Receiving Party:
 
 
SIA "GOC Productions"
joint registration No 40203277892
registered address at: 190A – 30 Rīgas Street, Jēkabpils, Jēkabpils district, LV-5202, Latvia
e-mail: <PRESIDIO_ANONYMIZED_EMAIL_ADDRESS>
 
member of the management board
[name, surname] 
personal identity number:      
address:      
e-mail:      
 
 
 
 
 
Jānis Lamsters