qsrp.com website – Investor Relations Area
NON-DISCLOSURE AGREEMENT
This non-disclosure agreement (“Agreement”) is entered in on the date of acceptance by the Investor (as defined below) by and between:
1. the natural person, including shareholders, financial stakeholders, investors, or the legal person by which the natural person is employed entering into this Agreement to create an account to access the “Investor Relations” reserved area on the website https://qsrp.com/ (the “Investor”);
and
2. QSRP Services AG with registered office in Alpenstrasse 15 6300 Zoug, Suisse, VAT N° CHE 162 125 585 (“QSRP”).
WHEREAS
(a) QSRP has created and manages the website qsrp.com (the “Website”), which provides various information on QSRP’s activities and initiatives.
(b) The Website has a specific area dedicated to investor relations that is restricted and the access to which is allowed only to Investors who shall be invited directly by QSRP or create an account validated and approved by QSRP (the “Area”).
(c)The Area contains certain information and/or materials which are confidential or related to products whose intellectual and/or industrial property rights and know-how belongs to QSRP or to other companies pertaining to QSRP’s corporate group (the “QSRP Group”) on an exclusive basis.
(d) The present Agreement applies to all access and use by Investors of any information and materials contained in the Area, which is proprietary of QSRP/of the QSRP Group and shall be deemed as strictly confidential.
Now, therefore, in consideration of the foregoing, the Parties agree as follows.
1. RECITALS
The recitals form an integral and substantial part of this Agreement.
2. CONFIDENTIAL INFORMATION
2.1.For the purposes of this Agreement, the term “Confidential Information” means any information or material, regardless the medium in which it is embedded, provided or otherwise disclosed by QSRP/by the QSRP Group to the Investor through the Area, drafted in any language, thereby including, by way of example:
- any business activity, including customer and supplier lists, distribution agreements, price lists, agreements on prices and profit margins.
- business security procedures and measures.
- any financial report, as well as any information relating to management, administration and any transaction or modification of QSRP or of the QSRP Group, including any share deal or other corporate governance modification.
- any business plan or project, business planning and commercial and/or financial strategies even at the earliest stages of development.
- any intellectual work, regardless its creativity level and immediate feasibility, and in particular any information, material or data relating to databases and/or software, supporting and/or technical documentation, including drawings, sketches and mappings.
3. CONFIDENTIALITY
3.1.QSRP and/or the QSRP Group shall remain the sole and exclusive owners of the Confidential Information provided through the Area to the Investor, which undertakes to keep them strictly confidential in the awareness that Confidential Information have economic value to QSRP/the QSRP Group and that any breach of the confidentiality obligation is to be considered an unfair competition act. Unless otherwise expressly authorized in writing by QSRP/the QSRP Group, the Investor undertakes:some text
3.1.1.not to divulgate, disclose or use the Confidential Information except as otherwise expressly authorized by QSRP/the QSRP Group.
3.1.2.to refrain from copying, duplicating, reproducing or recording, in whole or in part, in any form and by any means the Confidential Information, it being understood that all copies, transcripts or recordings shall remain QSRP’s/the QSRP Group’s exclusive property.
3.1.3.not to reproduce and/or disclose and/or allow the disclosure of, the Confidential Information to any third party, by restricting the relevant access to its employees and external consultants, if any, who need to know the Confidential Information for the purposes expressly authorized by QSRP/the QSRP Group (and only within the limits of what each of them needs to know), in any case binding said employees and/or collaborators to confidentiality obligations identical to those provided in this Agreement. In such case, within three (3) working days from the relevant notice, the Investor undertakes to convey to QSRP the name of the employees and/or external consultants to whom the Confidential Information will be communicated, the reason of the communication and the copy of the commitment of confidentiality signed by the latter. It is understood that the Investor will be directly liable for any unauthorized disclosure of the Confidential Information made by the persons and entities to which the Confidential Information have been disclosed, be they listed in the above notification or not, including any external collaborator or consultant;
3.1.4.to keep confidential the Confidential Information by adopting adequate security measures to protect the Confidential Information from unauthorized access and, in any case, to use the same degree of care as it uses to protect its own confidential information; and
3.1.5.not to modify, reverse engineer, decompile, bypass technical limitation and technical protection measures of the software and/or the databases that are included within the Confidential Information.
3.2.For the purposes of the above obligations, information which cannot be considered as Confidential Information hereunder is any information that the Investor can prove:some text
3.2.1.is already in the public domain, or that has entered into the public domain through no breach of this Agreement;
3.2.2.has been lawfully received from a third party;
3.2.3.was independently developed by the Investor, without using or referring to, in whole or in part, any Confidential Information protected under this Agreement.
3.3. If the Investor is required by applicable law or by an order issued by a judicial or administrative authority or by another competent authority to disclose any Confidential Information protected under this Agreement, the Investor shall:some text
3.3.1.promptly provide QSRP with notice of the request of disclosure, so that the latter shall request protection or resort to other remedies; and
3.3.2.disclose only the information strictly required by the law or by the lawful order.
3.4.It remains understood between the Parties that no assignment or other transfer, grant of rights and/or license relating to patents, trademarks, designs, utility models, creative works in general, know how or any other intellectual or industrial property right, as well as on the Confidential Information, is intended to be made by this Agreement.
4. RETURN OF INFORMATION
Immediately upon request of QSRP/the QSRP Group, the Investor shall promptly return to QSRP/the QSRP Group any document, medium, magnetic device, material sample or product containing any Confidential Information protected under this Agreement. Should for any reason the return of such Confidential Information to QSRP/the QSRP Group not be possible, any document, media, magnetic device, material sample or product containing the Confidential Information protected under this Agreement shall be immediately destroyed and QSRP/the QSRP Group shall be provided with a certificate of destruction.
5. DECLARATION
Without prejudice to any other rights or remedies that QSRP/the QSRP Group may have, Investor acknowledges and agrees that QSRP/the QSRP Group may be irreparably harmed by any breach of the terms of this Agreement and that damages may be inadequate to protect against any such breach or threatened breach. Accordingly, Investor hereby in advance agrees that QSRP/the QSRP Group shall be entitled to the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, for any threatened or actual breach of the provisions of this Agreement without proof of actual damages.
6. DURATION
This Agreement is aimed to protect data and information with economic value for QSRP/the QSRP Group, to be disclosed before and after the date of its execution. The confidentiality undertakings above shall survive the termination or expiration of the investor relations between QSRP/the QSRP Group and the Investor and, without prejudice to the intellectual property rights owned by QSRP/the QSRP Group, as well as the provisions of Section 3 above, shall be effective and binding for a period of 10 (ten) years after the date of first access by the Investor to the Area, unless and until the same enters into the public domain.
7. GENERAL PROVISIONS
7.1.This Agreement shall not be construed as constituting a joint venture, a cooperation or any other form of business organization, nor constituting any obligation or commitment of a Party to make an offer, establish or conclude a contract with the other Party;
7.2.The invalidity or unenforceability of one or more provisions of the Agreement shall not affect in any way the validity or enforceability of the entire Agreement.
7.3.This Agreement and the rights granted hereunder shall not be assignable in whole or in part by either Party without the prior written consent of the other Party. This Agreement shall inure to the benefit of and shall be binding on the successors and assignees of each of the Parties.
7.4.The Agreement constitutes the entire agreement between the Parties with respect to its subject, unless otherwise agreed upon by the Parties.
7.5.Parties’ failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall affect Parties’ right to require in any moment the future performances.
7.6.Any change or integration to the present Agreement shall be agreed between the Parties and recorded in a written document.
7.7. All notices to the Parties concerning the Agreement shall be addressed to the following contacts, by means of a written notice to be sent:
- To QSRP:
- by registered letter Alpenstrasse 15 6300 Zoug, Suisse;
- at hello@qsrp.com.
- to Investor:
- at the e-mail address used to register the account necessary to access the Area or any other contact point therein.