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                                                                  Prot. n. ACQ/AAAA/NNNN/NDA/XXX




                          NON-DISCLOSURE AGREEMENT




                                         BETWEEN



                                    LEONARDO S.P.A.


                                             AND


                                            [TBD]




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LEONARDO S.p.a., a company duly organized under the laws of Italy, with registered office at Piazza
Monte Grappa, 4 - 00195 Rome, Italy, registered with the Companies’ Register of Rome, held at the Rome
Chamber of Commerce, under No. 00401990585, VAT No. (IT) 00881841001, represented herein by its
duly authorized representative Mr. […]
                                                                 (hereinafter referred to as "Leonardo”)

                                                       AND


[TBD] a company duly incorporated under the laws of […], with registered office in […], at […], registered
with […] under No. […], represented herein by Mr.
                                                                       (hereinafter referred to as “TBD”)



Leonardo and TBD are hereinafter collectively referred to as the “Parties” and individually as the “Party”.

                                                   RECITALS

A.      The Parties contemplate exchanging technical and/or commercial information, as well as documents
        in respect of the Purpose (as defined in Clause 1 below).

B.      In the furtherance of this exchange, the Parties intend to define the terms and conditions of the
        disclosure of Confidential Information (as defined in Clause 1 below) between themselves, in the
        light of the Purpose and to establish the rules on the use and protection of such information.

NOW THEREFORE, in consideration of the mutual premises herein set forth, the Parties hereto agree as
follows:

1.      DEFINITIONS

        In this Agreement:
        “Agreement” shall mean this Non-Disclosure Agreement, including the Recitals.
        “Applicable Law” shall mean all laws, regulations, regulatory requirements, directives, orders and
        codes of practice of any relevant jurisdiction applicable to this Agreement as amended and in force
        from time to time.
        “Commencement Date” shall mean the date on which this Agreement is signed by both the Parties.
        “Confidential Information” shall mean any sensitive information (regardless of form or format,
        and including, but not limited to, designs, processes, drawings, specifications, data, trade secrets,
        software, know-how) in the care, custody or control of a Party which is disclosed to or observed by
        the other Party which is either regarded by the Disclosing Party as confidential and which is notified
        to the Receiving Party or is disclosed to or observed by the Receiving Party in circumstances in
        which the Receiving Party ought reasonably to be aware that the Disclosing Party regards the
        information as confidential, and, in any case, when disclosed orally or visually, is identified as
        confidential at the time of disclosure and is promptly (within thirty (30) days at the latest) confirmed
        and designated in writing as Confidential Information of the Disclosing Party with all protection and
        restriction as to use and disclosure applying during such thirty (30) days period, and includes but is
        not limited to:
        (a)     any information which is marked ‘Commercial in Confidence’ or is marked with any other
                proprietary marking or which is or could be classified matter under the relevant Italian Laws
                and/or any other law as applicable;




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       (b)      any information that is protected by a user identification, password or other authentication
                mechanism; and/or
       (c)      any information relating to products, technology, processes, specification, invention or
                design, whether patentable or not, used or developed by the Disclosing Party and trade
                secrets, knowledge, know-how and information of a commercially sensitive nature; and/or
       (d)      the planned or actual financial or business affairs of the Disclosing Party or customers of the
                Disclosing Party.
       “Disclosing Party” shall mean that Party which directly or indirectly provides or makes available
       Confidential Information to the other in connection with this Agreement.
       “Keep Confidential” shall mean not disclosing, using, publishing, communicating, copying,
       duplicating, causing to be communicated or making available, or any attempt to facilitate or permit
       these acts to persons who are not parties to this Agreement, except in accordance with this
       Agreement and unless otherwise agreed in writing by the Parties.
       “Purpose” shall mean [•].
       “Receiving Party” shall mean that Party which receives or obtains Confidential Information directly
       or indirectly from the Disclosing Party in connection with this Agreement.

2.      INTERPRETATION

2.1.   The headings are inserted for ease of reference only and shall not be considered in interpreting or
       construing this Agreement.

3.     EFFECTIVENESS OF THE AGREEMENT

3.1.   This Agreement shall come into force as from the Commencement Date.

4.     OBLIGATIONS AND RESTRICTIONS ON DISCLOSURE

4.1.   The Receiving Party hereby undertakes to:
       (i)     Keep Confidential and not disclose to any third party any Confidential Information which may
               come to its knowledge, either directly or indirectly, except upon express written authorization
               of the Disclosing Party and use the same degree of care as it uses to protect its own
               Confidential Information, but in no case less than reasonable care; and
       (ii)    use Confidential Information only to carry out the obligations relating to the Purpose of this
               Agreement; and
       (iii)   ensure that any Confidential Information will only be disclosed to its employees, advisors,
               consultants and contractors on a “need to know” basis; in such case, upon request of the
               Disclosing Party, the Receiving Party shall notify in writing the identity of the persons to
               which the Confidential Information is going to be disclosed and the Receiving Party shall
               ensure compliance by such employees, advisors, consultants and contractors with the rules of
               confidentiality and protection herein provided; and
       (iv)    implement all the necessary measures to prevent that its employees, advisors, consultants and
               contractors may disclose or divulge Confidential Information to third parties; and
       (v)     promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential
               Information and cooperate with the Disclosing Party’s efforts to prevent further unauthorized
               use or disclosure; and
       (vi)    not remove and/or modify any proprietary or confidential markings on the Confidential
               Information; and



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       (vii) comply with Applicable Law on information security, with particular reference to the laws on
             privacy; and
       (viii) cease to use, copy or reproduce any Confidential Information upon written demand by the
              Disclosing Party.
4.2.   Nothing in this Agreement shall require the Receiving Party to Keep Confidential or otherwise
       maintain the confidentiality of the Confidential Information disclosed, for the Purpose of this
       Agreement, if:
       (i)     at the time the Confidential Information was first disclosed to the Receiving Party, the latter
               was already in lawful possession of such Confidential Information, as demonstrated by
               documentary evidence; and/or
       (ii)    the Confidential Information was developed independently and autonomously by the
               Receiving Party, without accessing to or using the Confidential Information provided by the
               Disclosing Party, subject to documentary evidence; and/or
       (iii)   the Confidential Information becomes generally available to the general public, without this
               deriving from negligence or a violation of this Agreement by the Receiving Party; and/or
       (iv)    the Confidential Information becomes available to the Receiving Party from a third source
               entitled to disclose such information free of any obligation of confidentiality; and/or
       (v)     the disclosure of Confidential Information is: (i) in accordance with the requirements of a law;
               (ii) or with an order of a court; (iii) in order to comply with the rules of a stock exchange or
               professional regulatory body; (iv) or to any other public authority requiring disclosure under a
               legally-binding rule. However, before the Receiving Party intends to disclose such Proprietary
               Information in accordance with this Clause, it shall – as far as it is legally permissible – inform
               the Disclosing Party immediately in writing about the disclosure requirements concerning the
               Confidential Information in order to give to the Disclosing Party the opportunity to obtain a
               suitable injunction to protect itself or to take steps to dismiss the requirement to disclose the
               Confidential Information or to limit the scope of the disclosure. On disclosing the Confidential
               Information according to this paragraph, the Receiving Party may only disclose the minimum
               amount of Confidential Information which is necessary to comply with the relevant law or the
               relevant instructions. Confidential Information so disclosed shall remain subject to all the
               restrictions and protections of this Agreement for all other purposes.
       (vi)    the release and/or the use and/or the disclosure of the Confidential Information is approved
               and authorized in writing by the Disclosing Party; and/or
       (vii) the Confidential Information is not properly designated and/or marked and/or confirmed as
             Confidential by the Disclosing Party and on the condition that is not possible to consider, in
             good faith, such information as a Confidential Information taking into account any other
             element.
4.3.   Notwithstanding the provisions set forth under Clauses 6 and 7 below, the restrictions set forth under
       this Clause 4 shall survive five 5 (five) years after the expiration and/or termination of this
       Agreement.

5.     LEONARDO CLASSIFICATION AND DATA PROTECTION MEASURES

5.1.   Each Confidential Information of Leonardo will have three levels of classification:




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       (a) “Company Confidential” (the “Confidential Data”);
       (b) “Company Restricted” (the “Restricted Data”); and
       (c) “Company Internal” (the “Internal Data”).

5.2.   [The supplier tbd ], in regard of any Leonardo Confidential Information received, shall adopt specific
       protection measures for the distribution of information in electronic (“E”) and/or paper (“P”) format,
       for each level of classification of data indicated below, namely:

       (a) Confidential Data

               (P) by hand-delivery through a representative of Leonardo;
               (E) via e-mail only if encryption mechanisms, or digital signature have been agreed between the
               Parties - it is strictly prohibited the use of private/free e-mail boxes;
               (E) through secure collaboration instruments, equipped with encryption mechanisms, access
               control and log management.

       (b) Restricted Data

               (P) by hand delivery through a representative of Leonardo, or delivered by registered letter
               within a package with the name and address of the recipient - the statement "Company
               Restricted - Restricted Personal" must be written only on the inner envelope;
               (E) via e-mail only if encryption mechanisms, or digital signature have been agreed between the
               Parties - it is strictly prohibited the use of private/free e-mail boxes;
               (E) through secure collaboration instruments, equipped with encryption mechanisms, access
               control and log management.

       (c) Internal Data

               (P) by hand delivery or by mail and/or fax with notice to the addressee and the statement
               "Company Internal";
               (E) via e-mail – it is strictly prohibited the use of private/free e-mail boxes;
               (E) through secure collaboration instruments, equipped with, at least, control access with user-id
               and password;
               (E) through Leonardo internet and websites sections with, at least, access control with user-id
               and password.

5.3.   In addition to the provisions set forth under Clause 4, the [supplier tbd] agrees to:

       (i)      protect the paper or electronic Confidential Information by implementing all the necessary
                measures to prevent unauthorized access (i.e. Confidential paper data should be kept in a
                safety box, while Restricted paper data should be locked in drawers or cabinets; it is highly
                recommended to keep Confidential and Restricted electronic data in a segregated technical
                infrastructure with adequate peripheral security systems);
       (ii)     do not duplicate Confidential and Restricted data and exercise strict control in the event of
                duplication and/or printing of Internal Data;
       (iii)    use suitable means (e.g. a shredder machine for the paper format) in cases where the data must
                be deleted or destroyed;
       (iv)     provide immediate notice to Leonardo in the event of a security incident concerning any
                Confidential Information of Leonardo, specifying the circumstances of the event and the data
                involved; information security incidents are both computer incidents related to Leonardo's
                Confidential Information present in the computer systems of the [supplier tbd] and those
                regarding the [supplier tbd] hardware containing Leonardo's Confidential Information
                (example: the theft of a computer or a computer incident).




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5.4    For the management of the requirements of confidentiality and protection of Confidential
       Information and related operational requirements the Supplier shall appoint a single contact (Single
       Point Of Contact - SPOC) for Information Security that will be available to Leonardo for the
       execution of specific activities. By way of example such activities may consist of: risk assessment,
       policy definition, communication of information security incidents and management of the relevant
       actions.


6.     DURATION

       Without prejudice to Clause 4.3 above, this Agreement shall remain in full force and effect from the
       Commencement Date for a period of [•] years after which it shall automatically expire.

7.     TERMINATION

       The Disclosing Party shall be entitled to terminate for default this Agreement in the event of
       infringement by the Receiving Party of one or more of the obligations set forth in Clause 4, 5, 8, 9,
       15 by means of written notice to the Receiving Party.


8.     RETURN OF CONFIDENTIAL INFORMATION

8.1.   In case of expiration and/or termination of this Agreement, the Receiving Party shall lose all the
       rights to receive, possess and/or make use of Confidential Information provided by the Disclosing
       Party.
8.2.   In case of expiration and/or termination of this Agreement, or upon written instruction of the
       Disclosing Party issued at any time during this Agreement, the Receiving Party shall:
       (i)    promptly and irretrievably return or delete , as the case may be, any Confidential Information
              stored on any magnetic or optical disk or memory and all information derived from such
              sources which is in its possession or under its control; and
       (ii)    not retain copies, extracts or reproductions, in any form or means, of Confidential Information,
               which the Disclosing Party has required the restitution or destruction of as provided for in
               clause 4.1 (viii) ; and

       (iii)   provide, upon request of the Disclosing Party, a signed statement that it has complied in full
               with its obligations under this Clause 8.2, together with such reasonable evidence of its
               compliance, as the Disclosing Party may request.


9.     ASSIGNMENT

       Neither Party may assign or transfer this Agreement as well as any of the rights or obligations arising
       thereunder, other than for the purposes of any internal corporate reconstruction, re-organisation or
       merger, without the prior written consent of the other Party, which consent shall not be unreasonably
       withheld.

10.    ENTIRE AGREEMENT

       This Agreement:

       (i)     constitutes the entire agreement between the Parties concerning the exchange and protection of
               Confidential Information and it supersedes any prior written or oral agreements relating
               hereto; and




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        (ii)    shall not be amended or modified except by a subsequent agreement in writing signed by the
                duly authorized representatives of the Parties.

11.      EQUITABLE RELIEF

The Receiving Party acknowledges that any breach or infringement of this Agreement may cause serious
harm to the Disclosing Party, the amount of which may be difficult to ascertain, and therefore agrees that the
Disclosing Party shall have the right to apply to any competent court for an order restraining and enjoining
any such further infringement and for such other relief as the Disclosing Party deems appropriate. This right
of the Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party. In no
event, however, shall either Party or any of its respective officers, directors or employees be liable to the
other Party hereunder for any indirect, consequential, multiple or punitive damages.

12.      WARRANTY RELATED MATTERS

Confidential Information is provided “as is,” and the Disclosing Party disclaims any implied warranties
relating to any Confidential Information disclosed hereunder including the implied warranties of
merchantability and fitness for a particular purpose. The entire risk arising out of the use of any Confidential
Information remains with the Receiving Party.

13.       RIGHTS ON CONFIDENTIAL INFORMATION

        It is expressly understood and agreed by the Parties that:

        (i)     any Confidential Information exchanged under this Agreement shall remain the property of the
                Disclosing Party; and
        (ii)    the disclosure and provision of Confidential Information under this Agreement by either Party
                to the other Party shall not be construed as granting to the Receiving Party any rights, whether
                express or implied, by licence or otherwise, on the matters, inventions or discoveries to which
                such Confidential Information pertains or any copyright, trademark or trade secrets; and
        (iii)   all the intellectual property rights pertaining to Confidential Information and data disclosed
                under this Agreement shall, subject to any right of any other owner, be and remain the
                property of the Disclosing Party; and
        (iv)    the Receiving Party shall under no circumstances obtain any right on the Disclosing Party's
                patents, trademark or know-how by reason of this Agreement or by disclosure of Confidential
                Information hereunder.




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14.     GOVERNING LAW AND JURISDICTION

14.1.   This Agreement shall be governed by and construed in accordance with the laws of Italy, without
        recourse to its conflict of law provisions.

14.2.   The Parties hereby agree to enter into good-faith negotiations to resolve any dispute arising from
        and/or in connection with this Agreement. The Parties agree to attempt resolution of any claim or
        dispute before the Parties’ respective senior management bodies. If after two weeks such claim or
        dispute has not been resolved to the mutual satisfaction of the Parties, such claim or dispute shall be
        submitted to the Parties’ respective executive management bodies. If after two weeks such claim or
        dispute has not been resolved to the mutual satisfaction of the Parties, the Parties hereby agree that
        said dispute shall be finally settled by the exclusive jurisdiction of the Courts of Rome.

15.     COMPLIANCE WITH APPLICABLE LAW AND OTHER REGULATIONS

15.1.   The rights and obligations provided for by this Agreement shall take precedence over specific markings,
        legends or statements associated with Confidential Information when received. The Parties
        acknowledge, however, that the exchange of information, including Confidential Information, hereunder
        may be subject to particular laws and regulations, including, inter alia, export laws and regulations of
        Italy, United States of America, and any other applicable governmental laws and regulations. Any
        conditions on the use and disclosure of information, including Confidential Information, as imposed by
        such laws and regulations shall be in addition to those imposed herein, and in the event of a conflict
        between the provisions of this Agreement and such laws and regulations, the latter shall prevail.
15.2.   The Parties will comply with all US, EU and Italian export control laws and regulations, as
        applicable. The information that the Parties may wish to disclose, pursuant to this Agreement, may
        be subject to the provisions of the Export Administration Act of 1979 and the Export Administration
        Regulations, the Arms Export Control Act, and the International Traffic in Arms Regulations, and
        the sanctions laws administered by the Office of Foreign Assets Control, as well as to Law No. 185
        of July 9, 1990 as subsequently integrated and amended.

15.3.   The Parties acknowledge that these laws and regulations impose restrictions on import, export and
        transfer, to third countries, of certain categories of data, and that licenses either from the U.S.
        Department of State and/or the U.S. Department of Commerce or from the Italian Ministry of
        Defence and /or Ministry of Foreign Affairs may be required in advance of the disclosure of such
        data hereunder, and that such licenses may impose further restrictions on use and further disclosure
        of such data.
15.4.   In accordance with Article 13 of the Italian Legislative Decree. No. 196 of June 30, 2003, as
        subsequently integrated and amended, the Parties mutually agree that the personal data relating to
        each Party, provided in the performance of this Agreement, will be treated, in the capacity of
        independent holder, solely for the purposes related to the mutual obligations set forth under this
        Agreement as well as for the formalities required by the applicable law and regulations to this
        Agreement. The treatment of the personal data will be performed by computers and manual systems
        and the data will not be communicated and/or disclosed to third parties, save for disclosures required
        by Applicable Law. The provision of such personal data is required to the extent that the refusal may
        prevent the execution of this Agreement. The Parties may exercise at any time their rights, including
        but not limited to, the right to update, correct, integrate, amend and delete the data, in relation to the
        data processor in accordance with art. 7 of the Legislative Decree. No. 196 of June 30, 2003. It is
        agreed between the Parties that the execution of this Agreement shall be deemed as consent to the
        processing and communication of such personal data.




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16.     NOTICES

        Any notice or other communication to be served in writing under this Agreement shall be addressed
        at the Parties’ respective addresses set forth at the beginning of this Agreement and to the attention
        of the following individuals:

                -
                -
                -

        Any change of address and/or of individuals shall be notified by each Party.

17.     SEVERABILITY

        If any provision of this Agreement is or at any time becomes invalid, illegal or unenforceable for any
        reason, that provision shall be deemed not to form part of this Agreement, but the validity, legality or
        enforceability of the remaining provisions of this Agreement shall not be affected or impaired and
        shall remain valid and enforceable to the fullest extent permitted by law, and the Parties shall work
        in good faith to replace such invalid, illegal or unenforceable provision with one that, to the extent
        possible, is consistent with the Parties’ original intent.

18.     COSTS AND EXPENSES

        Each Party shall bear all its relevant costs and expenses incurred in the performance of this
        Agreement and no Party shall have any right to any reimbursement, payment of compensation of any
        kind from the other Party, except as provided in this Agreement, in connection with any kind of
        default.

19.     RELATIONSHIP

19.1.   This Agreement is not intended to constitute, create, give effect to, or otherwise recognize a joint
        venture, partnership or formal business entity of any kind and the rights and obligations of the
        Parties shall be limited to those expressly set forth herein.

19.2.   Nothing in this Agreement shall grant to any Party the understanding and/or the right to make any
        commitment of any kind, whatsoever, for or on behalf of each Party, without the written consent of
        the other Party.

19.3.   This Agreement is not intended to create any obligation on the Parties to enter into any future
        agreement(s).

19.4.   The execution, existence and performance of this Agreement shall be kept confidential by the Parties
        hereto and shall not be disclosed by any Party without the prior written consent of the other Party.

20.     WAIVER

        Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or
        by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or
        restrict any further exercise of that or any other right or remedy. For the avoidance of doubt, no
        single or partial exercise of any right or remedy provided under this Agreement or by law shall
        preclude or restrict the further exercise of that or any other right or remedy.




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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in two counterparts by
their duly authorised representatives and each counterparts shall be deemed to be an original copy of this
Agreement.


LEONARDO S.p.a.                                                           TBD



__________________                                               ___________________________

DATE                                                             DATE




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Document Created: 2019-08-07 10:50:37
Document Modified: 2019-08-07 10:50:37

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