Non Disclosure Agreement – Photo editing

The Parties:

ItsYves Fotografie, with its registered office in 2560 Nijlen at Akkerstraat 2, Belgium, Chamber of Commerce BE0550.519.045, duly represented in this matter by Y. Vermeulen, hereinafter referred to as: ‘Party 1‘;

and

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hereinafter referred to as: ‘Party 2‘;

hereinafter individually referred to as ‘the Party’ or jointly as ‘the Parties’.

Whereas:

The Parties wish to examine whether a certain form of cooperation is feasible.

The Parties, before they decide, wish to inspect certain confidential information from each other regarding their business operations.

The Parties are willing to provide access to each other, provided that the Parties will treat the relevant information as private and confidential.

Have agreed as follows:

Clause 1 – Providing information

Party 2 agrees that he will be provided with confidential information (ex. data / pictures / movies) by Party 1, hereinafter referred to as: ‘information’.

The purpose of providing the confidential information referred to in the previous subclause is for editing and altering purposes only. Party 2 can edit and alter the image in any way, but only in way needed to fulfill the assignment requested by party 1.

The Parties will record in writing which information has been disclosed by Party 1 to Party 2 within the framework of the implementation of this agreement.

The Parties will agree in advance on how the information will be provided.

The Parties will coordinate and execute the provision and receipt of the information in close consultation.

Clause 2 – Confidentiality

Party 2 hereby unconditionally and irrevocably undertakes to observe strict secrecy with regard to all information that Party 1 has provided to Party 2 within the framework of the purpose referred to in Clause 1, subclause 2.

Party 2 is entitled to use the information for its intended purpose only.

Party 2 undertakes not to use or exploit the information received, commercially or otherwise, without the explicit written consent of Party 1.

Nor will Party 2 sell this information or otherwise make it available or disclose it to third parties, fully or partially.

The Parties undertake to only share the information they receive from each other with those employees (their own or of their subsidiaries) who must be aware of this within the scope of the purpose as described in subclause 2 of this clause, subject to these employees having sworn to these Parties to observe secrecy of the information by means of a statement drawn up specifically for that purpose. The names of these employees will always be communicated in time.

These obligations apply to both the Parties and to any of their current and future subsidiaries engaged or to be engaged by them within this framework. The Parties hereby guarantee strict observance of these obligations by their subsidiaries. Subsidiaries of the Parties are taken to mean companies in which the Parties hold a direct or indirect majority of the issued (share) capital or have direct or indirect control of the operations of said companies.

Clause 3 – Return of documents

Party 1 is at all times entitled to decide not to provide any further information to Party 2 and/or to demand from Party 2 the return of all information already provided in writing.

Party 2 will immediately cease all use of the information provided to him at the end of this agreement and return to Party 1 the information provided in writing, including any copies thereof. 

Clause 4 – Penalty clause

If an obligation of Party 2 as described in Clauses 1 to 3 is violated, Party 2, without a demand or notice of default being required, will owe an immediately due and payable fine of € 10.000

per violation, to be increased by 2% for every day that this violation continues. If due to Party 2 violating one of the obligations in Clauses 1 to 3 the damage or loss suffered by Party 1 exceeds the amount of the fine, Party 2 is also obliged to compensate any additional damage or loss of Party 1.

Violation of the duty of confidentiality by one of the employees of the Parties or by (one of) their subsidiaries will be deemed as a violation by that Party vis-à-vis the Parties.

Clause 5 – No duty of confidentiality

The obligations of Party 2 included in this agreement do not apply to information received by Party 2 of which he can demonstrate:

that the information was already known by Party 2;

that it was already known in the public domain, or at least generally available in the public domain;

that it had been known or available in the public domain, without Party 2 being liable in this respect, since the date on which Party 2 received the information concerned from Party 1.

Clause 6 – Duration of duty of confidentiality

The obligations of Party 2 referred to in Clause 2 will remain in force for an unlimited time, from the date of signing of this Agreement.

Clause 7 – Dispute resolution

This agreement is governed by Belgian law.

The Belgian court has jurisdiction to hear all disputes arising from this agreement. All disputes arising from this agreement are exclusively submitted to the competent District court Antwerp.