- CONFIDENTIAL INFORMATION. For the purposes of this Agreement, “Confidential Information” means all information disclosed by Celanese or any of Celanese’s Affiliates to the Recipient prior to or during the term of this Agreement. Confidential Information may include but is not limited to, technical information and knowledge, compositions, processes, inventions, business plans, financial information, product specifications, studies, reports, designs and developments, information relating to machinery and facilities, and other business information. “Affiliate” of a Party means a company which directly or indirectly owns the Party, is owned by the Party or a corporate entity that has a common owner with the Party; where the ownership is defined as fifty percent (50%) or more control of the voting interest of such corporate entity.
- CONFIDENTIALITY. Recipient and its employees shall keep the Confidential Information strictly confidential, shall not disclose the Confidential Information to any third party, and may only use the Confidential Information for the Purpose stated herein. Recipient shall exercise reasonable care, and use at least the same degree of care it uses in maintaining its own confidential information, in maintaining the Confidential Information. Recipient may only disclose the Confidential Information to those of its employees who need to know the Confidential Information for the Purpose, who are informed of the confidential nature of the Confidential Information and who are bound by obligations of confidentiality and limited use at least as restrictive as those contained in this Agreement. Recipient will be liable for any breach of this Agreement by its employees.
- EXCEPTIONS. This Agreement imposes no obligation upon Recipient with respect to the following categories of information: (a) information that at the time of disclosure to Recipient was in the public domain; (b) information that was known by Recipient prior to receipt from Celanese (as proven by Recipient’s written records); (c) information that, after disclosure to Recipient, becomes known to the general public through no act or omission of Recipient; or (d) information that is disclosed to Recipient without an obligation of confidentiality by a third party having the legal right to do so (as proven by its written records); or (e) information that is independently developed by Recipient without the use or benefit of Confidential Information.
- DISCLOSURE BY LAW. Recipient may disclose Confidential Information as required by court order, law or regulation except any Governmental Patent Office, but only to the extent required by such order, law or regulation; provided, however, that Celanese has (to the extent permitted by such order, law or regulation) had a reasonable opportunity to object to or limit such disclosure.
- REPRODUCTION. Recipient may not make any copies, extracts or derivative works of the Confidential Information without written authorization of Celanese.
- OWNERSHIP. Other than the permissions granted in Section 2, Recipient acquires no rights under this Agreement to any Confidential Information, and Celanese grants no right under any patent, copyright or trademark to Recipient. Information disclosed remains the property of Celanese.
- PUBLICITY. Recipient will not make public statements with respect to the Confidential Information, business, personnel, or affairs, including the existence of this Agreement, nor use the name, trademark, or likeness of Celanese, without prior written consent of an authorized representative of Celanese.
- DISCLAIMER. CELANESE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO ITS FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
- RELATIONSHIP. This Agreement does not create any obligation to disclose any Confidential Information. This is an agreement between independent contractors, and this Agreement does not create any joint venture, partnership or other fiduciary relationship between the Parties.
- EQUITABLE RELIEF. Recipient acknowledges that damages for improper use or disclosure of the Confidential Information may be irreparable. Therefore, Celanese is entitled to seek equitable relief, including without limitation, injunction and preliminary injunction, in addition to other remedies, as a result of Recipient’s breach or threatened breach of this Agreement.
- GOVERNING LAW. This Agreement will be governed by and construed in accordance with India law without reference to conflict of laws principles.
- EXPORT CONTROLS. The Recipient agrees not to disclose or ship, either directly or indirectly, any information acquired by it pursuant to this Agreement or the direct product thereof (materials, equipment, plant, process or service) to any person or any country to which such disclosure or shipment is restricted or prohibited by the laws and regulations of the United States of America.
- TERM. This Agreement shall enter into force upon execution by Recipient. This Agreement will expire after three (3) years from the date of execution signature below. Upon expiration, Recipient shall cease all use of Confidential Information. The obligations of this Agreement with respect to confidentiality and non-use shall continue for a period of ten (10) years from the date of expiration of this Agreement, except with respect to Confidential Information that constitutes a trade secret where the term of confidentiality shall continue for as long as the information remains a secret.
- Entire Agreement. This Agreement sets forth the entire understanding and agreement between the Parties and supersedes all proposals or communications, oral or written, between the Parties relating to the subject matter of this Agreement. No modification of this Agreement will be binding unless it is in writing and is signed by authorized representatives of both Parties. It is acknowledged that there may exist other written agreement(s) pending between the Parties with similar subject matter or project area. Those written agreements are not superseded by this Agreement. Each written agreement remains in full force and effect per the terms and conditions of said respective agreement.
- Severability. If any provision in this Agreement is invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed, only to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of this Agreement will remain in full force and effect.
- Assignment. Recipient may not assign this Agreement without the prior written consent of Celanese.
- Notices. Any notice required or permitted to be sent under this Agreement will be delivered by hand, by overnight courier, by facsimile, email, or by registered mail, return receipt requested, to the address of the Parties first set forth in this Agreement, or to such other address of the Parties designated in writing in accordance with this section.
- Signature. This Agreement shall be signed by an authorized representative of Recipient. Such signature can be delivered by electronic transmission (pdf) or facsimile transmission and shall be deemed as effective and binding as the original signature. A copy of the signed Agreement, either an electronic or hard copy or a facsimile, shall form equal legal proof of the existence of such Agreement as the Agreement with the original signature.
WHEREFORE, the undersigned duly authorized representative of the Recipient has executed this Agreement.