Last release August 2014 1/4

Mutual Non-Disclosure Agreement

Effective Date: xx.xx.xxxx (DD.MM.YYYY format).

This mutual non-disclosure Agreement (the "Agreement") is entered between senseFly SA, with 

headquarters located at Route de Genève 38 1033 Cheseaux-Lausanne (Switzerland) ("senseFly") and 

xxx, Inc. with headquarters located at xxxx ("xxx").

Each individually referred to as a "Party" or collectively the "Parties".

1. Purpose of the Agreement

In order to prepare the Petition for Exemption initiated by xxx, the Parties intend to disclose to each 

other information of a strictly confidential nature in relation, without limitation, with their products, 

technologies and business under the terms and conditions defined hereafter.

For the purpose of this Agreement, the Party receiving confidential information (“Recipient”) from 

the other (“Discloser”) shall make use of the confidential information solely for the following 

Authorized Purpose:

Exemption Request Under Section 333 of the FAA Reform Act and Part 11 of the Federal 

Aviation Regulations

Notwithstanding the foregoing, no provision of this Agreement shall be construed as an obligation for 

either Party to disclose any Confidential Information and/or to enter into any further business or 

binding commercial agreement.

2. Confidential Obligation

2.1 “Confidential Information” means, without limitation, any non- public, proprietary, technical, 

commercial, financial information in connection with either Party products, software, 

algorithms, designs, business plans, finances, research, development and know-how, secrecy,

trade secrets, invention, intellectual or industrial property rights, patentable or not, or any 

information which by their nature or under specific circumstances are to be considered 

confidential and in general all information included in all business information which the 

Recipient obtains, receives or acquires from the Discloser in connection with the Authorized

Purpose of this Agreement.

2.2 Any Confidential Information shall be marked as confidential if disclosed in tangible form (any 

written, digital, electronic or in any other tangible form), drawings, specifications, statements, 

technical materials such as samples or information recorded on disk. Any oral discussion 

referring to any Confidential Information or disclosure of any Confidential Information in a 

non-tangible form shall be confirmed in writing within thirty (30) days after the disclosure.

3 Permitted Use

3.1 The Recipient shall protect any Confidential Information of the Discloser from any 

unauthorized disclosure or use with the same degree of care, with which it protects confidential 

information of its own, but not less than a reasonable degree of care, and take all appropriate

measures to that effect (such as, but not limited to, keeping the Confidential Information of the 

Discloser separate from other information, establish a custody system to prohibit access by 

persons other than those who strictly need to access the information). 
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3.2 The Recipient shall not disclose or leak such Confidential Information, in whole or in part, to 

any third party without prior written approval of the Discloser. Affiliate of either Party shall not 

been construed as third parties,. For the purpose of this Agreement, Affiliate shall refer to any 

corporation or other entity that directly or indirectly controls, is controlled by, or is under 

common control with a Party hereto, where “control” means the direct or indirect ownership of 

50% of the outstanding shares or voting rights on an entity to elect directors.

3.3 The Recipient shall not use the Confidential Information for any purpose other than the 

Authorized Purpose, except prior written approval from the Discloser.

3.4 Any disclosure of Discloser Confidential Information by the Recipient to its directors, officers, 

employees, agents, consultants, counselors, advisors or representatives of such advisors or 

Affiliates shall be made on a strictly need-to-know basis and solely, in connection with, or 

relating to the Authorized Purpose of this Agreement. Recipient shall ensure that Affiliates or 

any authorized third party receiving Discloser Confidential Information are bound by 

confidentiality obligations not less stringent than the one contained herein. Recipient shall bear 

all liabilities arising out of any breach of duty by any third party or Affiliate towards the 

Discloser.

3.5 With respect to any equipment, component, software, or other items provided to Recipient by 

Discloser in the frame of this Agreement, Recipient shall not reverse engineer, disassemble, 

decompile, or otherwise analyze the physical construction of, any of such items, in whole or in 

part.

3.6 Recipient may disclose the Confidential Information to public authorities such as government 

agencies or courts to the extent required by such authorities under law, provided, however, that 

Recipient shall immediately notify Discloser of such disclosure and shall take reasonable steps 

to ensure that the Confidential Information is used only for the purposes required by law.

3.7 Notwithstanding anything herein, Recipient may disclose Confidential Information to the 

United States Department of Transportation, through its Federal Aviation Administration 

agency, and other public authorities in connection with the Authorized Purpose. Recipient shall 

take reasonable steps to ensure that such disclosures are identified as business trade secrets or 

other confidential commercial or financial information which may qualify for exemption from 

requests under the Freedom of Information Act. 

4 Information not covered

4.1 The obligations contain in this Agreement shall not apply to information for which Recipient 

can make the written evidence that:

a. Such information was already in Recipient possession at the time of disclosure by the 

Discloser;

b. Such information was in the public domain or hereafter enters the public domain through no 

fault or action or failure to act on the part of the Recipient;

c. Such information has been lawfully obtained by Recipient from a third party having the 

right to disclose it ;

d. Such information has been or is independently developed by the Recipient without 

knowledge or use of any Confidential Information of the Discloser;

e. Such information has disclosed by Recipient in order to fulfil legal or regulatory 

requirements including requirements of any relevant stock exchange.
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5. Intellectual property rights

5.1 Discloser is and remains at all times the owner of all intellectual and industrial property rights 

to its Confidential Information or warrants that it has been granted any necessary license and 

authorization from the rightful holder to disclose the Confidential Information.

5.2 No provision of the Agreement shall be construed as constituting an assignment or a license 

under any patent, know-ho, or any industrial or intellectual property of the Discloser, except the 

limited right to use the Confidential Information to carry out the Authorized Purpose of this 

Agreement.

6. Disclaimers

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, 

EXPRESS OR IMPLIED. No warranty applies as to the accuracy and completeness of the content of 

the Confidential Information. The Discloser shall not assume any liability for any damage caused by 

the use of the Confidential Information by the Recipient or for any errors, omissions or misstatements 

contained in the Confidential Information.

7. Interim Injunction

Without prejudice to any other rights or remedies available at law or equity, each Party acknowledges 

and agrees that damages alone may not be an adequate remedy for a breach of this Agreement by a 

Party, and that the other Party shall be entitled to apply to any court of competent jurisdiction for a 

temporary restraining order, preliminary injunction or other interim or conservatory relief, as 

necessary and available subject to applicable law.

8. Term

This Agreement shall enter into force from the Effective Date for a period of 2 (two) years. Each 

Party may terminate the Agreement by notifying it to the other Party with 30-days prior written notice. 

Notwithstanding the termination of the Agreement for whatever reason, the obligations subscribed

hereunder shall survive the termination of the Agreement for a 5-year period. However, trade secret

included in the Confidential Information, will remain subject to the terms of this Agreement as long as

they constitute trade secrets.

9. Return of Confidential Information

Upon request of Discloser, Recipient shall promptly return or destroy the Confidential Information 

immediately in accordance with the instructions of the Discloser. In the case of destruction, Recipient 

shall provide evidence to the Discloser that such destruction has been carried out. Any and all digital 

and electronic reproductions of the Confidential Information shall be permanently deleted. However, 

Disclosers agree that Recipients are not required to take any action to return or destroy Confidential 

Information which has been disclosed under Permitted Use sections 3.6 or 3.7 above. 

10. General provisions

10.1 This Agreement embodies the entire understanding between the Parties with respect to the 

subject matter of this Agreement and supersedes any and all prior oral or written negotiations, 

correspondence, understandings and agreements between the Parties. The Agreement may only 

be modified in a writing signed by both Parties. 
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10.2 If any provision of this Agreement is found to be unenforceable or invalid, this shall not affect 

the other provision of the Agreement that shall remain valid and in effect, to the extent 

permitted by law.

10.3 The waiver of any Party to exercise a right or require performance by the other Party of any 

provision of this Agreement shall not be construed as a waiver by this Party to prevail itself of 

any other right at any time thereafter.

10.4 Neither Party shall assign or transfer any of its rights or obligations under this Agreement 

without the prior written consent of the other Party. Any attempted assignment or transfer by 

either Party, or occurring by virtue of the purported operation of law, shall be void.

11. Governing law and arbitration

This Agreement shall in all respects be governed by and construed in accordance with New-York

laws, excluding their conflict of law provisions.

Any dispute, controversy or claim arising out of or in connection with this Agreement, including its 

conclusion, validity, binding effect, amendment, breach, termination or rescission shall be resolved by 

arbitration in accordance with the rules of the ICC in force on the date when the notice of arbitration 

is submitted in accordance with said rules. The number of arbitrators shall be 3 (three). The seat of the

arbitration shall be New-York and the arbitral proceedings shall be conducted in English. The award 

shall be final and binding and enforceable in front of any relevant jurisdiction.

A photocopy, electronically transmitted facsimile, or other electronic reproduction of this 

Agreement made after this Agreement has been signed by authorized representatives of the 

Parties shall constitute a binding and effective record of this Agreement, and will constitute an 

original document for the purpose of establishing the provisions hereof, and shall be legally 

admissible and enforceable against the Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement and each one retain a (1) copy.

For senseFly SA For xxxx, Inc. 

Name: Name:

Title: Title: