Parties

Non-disclosure and restricted use agreement (hereafter referred to as the Agreement) by and between RECIPRO Trade Exchange Ltd. (hereafter referred to as RECIPRO), a company incorporated in the United Kingdom and the corporate organization or legal entity (hereafter referred to as Trader) that desires to conduct international barter trade activities.

Preamble

1. RECIPRO operates a barter trade exchange which enables collaboration among international traders to conduct international barter trade activities. (the Purpose).
2. In relation to the above, business information will be disclosed by the trading parties.
3. The Parties desire to ensure that such information, which each may disclose to the other, is used only for the purpose and protected from further disclosure.

The Parties enter into the following agreement (Agreement):

1. Trader’s Agreement

The Trader’s Agreement and any amendments to this Confidentiality Agreement are herein incorporated and made part of this Agreement and are binding on the trading parties.

2. Definitions

In this Agreement unless the context otherwise requires:

• Trader refers to the entity which has registered with RECIPRO.
• Parties refer to both RECIPRO and the Trader.
• Permitted Recipients means any authorized personnel of the Receiving Party or of any of its Related Companies who acquires the Confidential Information for the Purpose.
• Receiving Party means the party receiving Confidential Information from the Disclosing Party.
• Related Companies means any company or entity that has been authorized by the Parties to act on its behalf in any transaction.

3. Definition of Confidential Information

Confidential Information means any information or data communicated by or on behalf of the Disclosing Party to the Receiving Party, including, but not limited to, any kind of business, commercial or technical information and data in connection with the Purpose, except for information that is demonstrably non-confidential in nature. This information shall be Confidential Information, irrespective of the medium in which that information or data is embedded, and whether the Confidential Information is disclosed orally, visually or otherwise.

Confidential Information shall include any copies or abstracts made of it as well as any products, apparatus, modules, samples, prototypes, or parts that may contain or reveal the Confidential Information. Confidential Information is limited to information disclosed for the Purpose on or after the date of registration as a trader with Recipro.

4. Obligation to Keep Confidential and Restrictive Use

The Receiving Party shall:

• not to disclose any Confidential Information to anyone except to the Permitted Recipients, which are bound to the same level of confidentiality obligations as set forth by this Agreement;
• use any Confidential Information exclusively for the Purpose; and
• keep confidential and hold all Confidential Information with no less a degree of care as is used for the Receiving Party’s own confidential information and at least with reasonable care.

5. Exclusions from Obligation to Keep Confidential and Restrictive Use

The obligations under the clause 3 to keep confidential all Confidential Information shall not apply to the extent that the Receiving Party can prove that any of that information:

• was in Receiving Party’s possession without an obligation of confidentiality prior to receipt from the Disclosing Party;
• is at the time of disclosure, or subsequently becomes, generally available to the public through no breach of this Agreement by the Receiving Party or any Permitted Recipient;
• is lawfully obtained by the Receiving Party from a third party without an obligation of confidentiality; provided that the third party is not , to the Receiving Party’s best knowledge, in breach of any obligation of confidentiality to the Disclosing Party relating to the information; or
• is developed by the Receiving Party or its Related Companies independent of any Confidential Information.

6. Copies

Unless otherwise specified by the Disclosing Party at the time of disclosure, the Receiving Party may make copies of the Confidential Information to the extent necessary for the Purpose.

7. Refusal

Nothing in this Agreement shall obligate either party to disclose any information. Each party has the right to refuse to accept any information under this Agreement prior to any disclosure. Confidential Information disclosed despite an express prior refusal is not covered by the obligations under the Agreement.

8. No licence or Warranty

Nothing in this Agreement shall affect any rights the Disclosing Party may have in relation to the Confidential information, neither shall this Agreement provide the Receiving Party with any right or licence under any patents, copyrights, trade secrets, or the like in relation to the Confidential Information, except for the use of Confidential Information in connection with the Purpose and in accordance with this Agreement.

9. Warranty

The Disclosing Party makes available the Confidential Information as is and warrants that the information that it discloses is complete, accurate, free from defects or third party rights and useful for the Purpose of the Receiving Party.

10. No Further Obligations

This Agreement does not:

• create any other relationship;
• oblige a party to enter into any other contract; or
• require consideration for any information received.

11. Term and Termination

This Agreement enters into force by the registration of an entity as a Trade Partner of RECIPRO and is terminated automatically on the termination of the Trader’s Agreement.

12. Survival of Obligations

Upon termination of the Trader’s Agreement for any reason, the Receiving Party shall stop making use of the Confidential Information. The obligation of the parties under this Agreement shall survive its termination till completion of any unfulfilled Barter Trade Contracts.

13. Breach and Remedies

In addition to any remedies under the Laws of England, the Parties recognize that any breach or violation of any provision of this Agreement may cause irreparable harm to the other party which money damages may not necessarily remedy. Therefore, upon any actual or impending violation of any provision of this Agreement, either party may obtain from English Court a preliminary, temporary or permanent injunction, restraining or enjoining such violation by the other party or any entity or person acting in concert with that party.

14. Disposal

Within ninety (90) days of termination of this Agreement, disposal of the Confidential Agreement shall be conducted by Trader. Disposal means execution of reasonable measures to return or destroy all copies including electronic data.

15. Protective Order

Neither party shall be in breach of this Agreement to the extent that it can show that any disclosure of Confidential Information was made solely and to the extent necessary to comply with a statutory, judicial or other obligation of a mandatory nature, hereafter referred to as “Mandatory Obligation”. Where a disclosure is made for these reasons, the party making the disclosure shall ensure that the recipient of the Confidential Information is made aware of and asked to respect its confidentiality. This disclosure shall in no way diminish the obligations of the parties under this Agreement except to the extent that a party is compelled by any Mandatory Obligation to disclose Confidential Information without restriction.

To the extent permitted by any Mandatory Obligation, the Receiving Party shall notify the other party without delay in writing as soon as it becomes aware of an enquiry or any process of any description that is likely to require disclosure of the other party’s Confidential Information in order to comply with any Mandatory Obligation.

16. Good Faith and Fair Dealing

In carrying out the obligations under this Agreement, the Parties will act in accordance with the principles of good faith and fair dealing. The provisions of this Agreement, as well as any statements made by the Parties in connection with this Agreement, shall be interpreted in accordance with the principles of good faith and fair dealing.

17. Dispute Resolution

Any party to this contract shall have the right to have recourse to, and shall be bound by, the Pre Arbitral Referee Procedure of the International Chamber of Commerce in accordance with its Rules for a pre-arbitral Referee Procedure.

All disputes arising out of, or in connection with, this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with those Rules.

18. Applicable Laws

This Agreement is governed by the substantive laws of England and Wales.

19. Amendment of the Agreement

This Agreement shall be amended at any time by RECIPRO and shall become effective immediately upon posting of it on its website.