Hereby the Disclosing Party agrees to disclose Confidential Information to the Receiving Party in connection with the possibility to enter into a business/service/agreement between each other; and the Receiving Party agrees to perform the confidentiality undertakings set forth in this Agreement and use Confidential Information only in a manner and to the extent permitted by this Agreement.


In this Agreement, the following words and expressions shall have the following meanings:

“Affiliated Companies” means with respect to each Party any physical person or legal entity that directly, or indirectly through one or more intermediaries, has Control over, is under Control of or is under common Control with that Party;

“Authorised Persons” means directors, officers, or employees of a Party and/or its Affiliated Companies or professional advisers or bankers to that Party and its Affiliated Companies who require access to Confidential Information in connection with this Agreement.

“Confidential Information” means any information of any kind and in any form relating to the Disclosing Party or its Affiliated Companies (including, inter alia, negotiations in respect of any agreements/forms/documents received by the Receiving Party directly or indirectly from the Disclosing Party or its Affiliated Companies or Authorised Persons) other than information which:

  • is already in possession of the public or becomes available to the public other than through the fault of the Receiving Party;
  • the Receiving Party can prove was known to it prior to its disclosure by the Disclosing Party and/or its Authorized Persons unless such knowledge arises as a result of a breach of confidence owed to the Disclosing Party or other person of which the Receiving Party was aware;
  • is disclosed to the Receiving Party by a third party otherwise than in breach of a duty of confidentiality owed, directly or indirectly, to the Disclosing Party of which the Receiving Party was aware; or
  • is developed by the Receiving Party independently of disclosure of Confidential Information by the Disclosing Party.

Without prejudice to the above, the Confidential Information shall also include the fact that discussions or negotiations concerning any agreements where the Disclosing Party is involved, as well as any terms, conditions or other facts with respect to any business relationship of Disclosing Party, or the fact of existence or terms of this Agreement.

“Control” means ownership of more than fifty percent of the participatory interest (50%) authorised to vote at a general meeting or at any meeting of the executive or management body of a legal entity.

“Project” means any business and/or service relationships between the Parties.


2.1. The Receiving Party shall use and shall ensure that the Confidential Information used solely within the framework of the Project.

2.2. The Receiving Party procures that its Affiliated Companies and Authorised Persons comply with the confidentiality undertakings in clause 3 (Confidentiality Undertakings) as if they were the Receiving Party.


3.1. The Parties agree that any disclosure of Confidential Information by facsimile or Internet shall be subject to necessary security measures.

3.2. The Receiving Party undertakes to the Disclosing Party that it shall:

  • confirm receipt of every piece of Confidential Information without delay and in writing;
  • treat the Confidential Information as being strictly confidential;
  • take all reasonable care normally exercised in business environment for safeguarding of confidential information. However, if the Receiving Party employs information security measures that provide it with better security compared to those normally applied in similar circumstances, then the Receiving Party shall apply the security measures to protect the Confidential Information as normally employed by the Receiving Party;
  • use reasonable endeavors to maintain a list of those Affiliated Companies and Authorised Persons who have received the Confidential Information and make such list available upon request of the Disclosing Party;
  • make copies of the Confidential Information in such numbers only as may be required for use by its Affiliated Companies and Authorised Persons;

3.3. The Receiving Party agrees that the Confidential Information shall not be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including by means of photocopy, reproduction or electronic media, without the Disclosing Party’s prior written consent, except as provided in this Agreement.

3.4. If the Disclosing Party has marked any written information as “Confidential”, or has included any copyright, trademark or any other proprietary notice on the information, the Receiving Party shall not remove any such notice(s) on any copies it makes of the information.

3.5. All intellectual property rights associated with the Confidential Information, including patent, trademark, copyright and trade secret rights shall remain in the Disclosing Party.

3.6. The Receiving Party shall notify the Disclosing Party immediately upon becoming aware that any of the Confidential Information has been disclosed to or obtained by a third party otherwise than as permitted by this Agreement.


4.1. The Receiving Party shall be entitled to disclose the Confidential Information without the Disclosing Party’s prior written consent to its Affiliated Companies and Authorised Persons only on a need-to-know basis and under condition that prior to any such disclosure the Receiving Party obtains an undertaking of confidentiality, enforceable by both the Disclosing Party and the Receiving Party, substantially in the same form and content as this Agreement.

4.2. The Receiving Party is entitled to disclose the Confidential Information as may be required under applicable law, stock exchange regulations or at the request of any court, tribunal, government department or agency or other official body.

4.3. If the Receiving Party receives a request for disclosure of the Confidential Information from any court, tribunal, government department or agency or other official body, the Receiving Party shall, to the extent permitted by the relevant law or relevant body, provide the Disclosing Party with prompt written notice of any such request so that the Disclosing Party may undertake measures for protection of the Confidential Information.


5.1. The persons executing this Agreement warrant that they have required authority to sign this Agreement which shall be legally binding on the Parties.

5.2. The Disclosing Party shall be under no obligation with respect to amount and update of the Confidential Information.

5.3. Each Party hereby confirms that it is aware, and its Affiliated Companies and Authorised Persons have been advised, that the Confidential Information may be deemed to be inside information under applicable securities laws and stock exchange regulations.

5.4. Although the Disclosing Party has endeavoured to include in the Confidential Information that information known to it which it believes to be relevant for the Project, it makes no express or implied warranty or representation as to the quality, accuracy, reliability or completeness of the Confidential Information disclosed hereunder.


6.1. The Receiving Party shall indemnify the Disclosing Party in full for any damages, including consequential damages, which may be caused by the disclosure of the Confidential Information through the fault of the Receiving Party and due to a breach of the terms and conditions of this Agreement.

6.2. The Receiving Party acknowledges and undertakes that it will be responsible for any breach of any of the terms of this Agreement by any of its Affiliated Companies or Authorised Persons as if it were the Receiving Party who had breached the terms of this Agreement.

6.3. Without prejudice to any other rights or remedies that the Disclosing Party may have, the Parties acknowledge that damages may not be a sufficient remedy for unauthorised disclosure of the Confidential Information and that the Disclosing Party shall be entitled to such injunctive or other equitable relief as may be deemed proper by a court of competent jurisdiction for any threatened or actual breach of these provisions by the Receiving Party. Notwithstanding anything to the contrary in this Agreement, the Receiving Party agrees to pay to the Disclosing Party EUR 100’000 (one hundred thousand euro) in liquidated damages for each instance of disclosure of Confidential Information resulting from acts or omissions of the Receiving Party. The Parties agree that such sum bears a proximate and reasonable relationship to the damages the Disclosing Party may suffer from each instance of breach of this Agreement by the Receiving Party.


7.1. Should a dispute arise out of or in connection with the performance of this Agreement or any of its provisions (the “Dispute”) the Parties shall endeavour to settle it by negotiation.

7.2. Should the Parties fail to settle the Dispute within 30 working days, any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to the formation, performance, breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the CEDRAC (Cyprus Eurasia Dispute Resolution and Arbitration Center) Arbitration Rules. The parties further agree that:

(a) The appointing authority shall be the CEDRAC Court;

(b) The number of arbitrators shall be one (1);

(c) The place of arbitration shall be provided;

(d) The language to be used in the arbitral proceedings shall be English.

7.1. This Agreement is governed by and shall be construed in accordance with the substantive laws of the Republic of Cyprus.


8.1. This Agreement is the entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior or contemporaneous oral or written agreements concerning this subject matter.

8.2. If any provision of this Agreement is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of all of the other provisions of this Agreement shall not be impaired.

8.3. This Agreement may be amended or supplemented only by written instrument properly executed by duly authorised representatives of the Parties.


9.1. The Agreement shall come into force upon sign up and be effective until termination of the Project by either party. Termination of this Agreement shall be without prejudice to the rights, obligations and liabilities of any Party which shall have accrued or arisen prior to such termination.


10.1. All hard copies and devices containing the Confidential Information transferred to the Receiving Party hereunder, as well as any copies made of those shall be deemed to be the property of the Disclosing Party and therefore the Receiving Party at the written request of the Disclosing Party shall immediately

  • cease to use the Confidential Information and return it to the Disclosing Party or destroy all the Confidential Information in its possession or in the possession of its Affiliated Companies and/or its Authorised Persons which is in written or other legible form or on computer disk, together with any copies thereof;
  • destroy any notes, analysis, studies or interpretations made by it and/or its Affiliated Companies and/or Authorised Persons incorporating any Confidential Information; and
  • deliver to the Disclosing Party a written certificate from a duly authorised officer of the Receiving Party confirming destruction of Confidential Information in accordance with Article 10.1 of this Agreement.

10.2. The Receiving Party will be deemed to have complied with the respective return or destroy obligations regarding information on computer disk if such information is deleted from local hard drives and no attempt is made to recover such information from servers or back-up sources.

10.3. Any such Confidential Information, notes, analysis, studies or interpretations until they are so returned or destroyed shall remain subject to the confidentiality obligations set out in this Agreement.


11.1. Each Party agrees that documents, whether containing the Confidential Information or otherwise, made available to the other Party prior to, in the course of, or for the purpose of, negotiations or discussions in relation to the Project, will not constitute an offer or invitation by, or on behalf of, the other Party unless expressly stated, nor will those documents nor the information contained in them form the basis of, or any representation to, any contract.

11.2. The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. No waiver shall be effective unless in writing and signed on behalf of each Party.

11.3. Any notices to be given hereunder by either Party to the other shall be sent to the other Party at the email address provided by one to another in written form.