nda-fundpro-trial

NON-DISCLOSURE AGREEMENT

AND PROTECTION OF CONFIDENTIAL INFORMATION

(hereinafter referred to as: the “Agreement”) made by and between

Deltaray Research Ltd. Address: 1117 Budapest, Nádorliget utca 8. B. 2/6., Hungary EU VAT: HU32550762 Registration nr: 01-09-430113 Represented by: Tibor Kiss (hereinafter referred to as: Deltaray) AND	PARTNER’S TRADE NAME Address: Tax ID/EU VAT (if applicable): Registration/License nr: Represented by: (hereinafter referred to as: Partner)

I. Subject and Purpose of this Agreement

The Contracting parties are interested in establishing a business cooperation (“Project“). In relation to the Project, Deltaray will provide the Partner with information and data, which is of an economic, business, and technical nature (hereinafter the “Communication”).
As part of the Project, Deltaray may provide the Partner access to its FundPro Test Cluster, FundPro Portal, and related documentation (“FundPro Platform”) for the purposes of evaluation and potential business cooperation.
The purpose of this Agreement is to ensure the confidentiality of information defined herein and the Contracting parties’ certainty of the legal nature of the disclosed information.
The subject of this Agreement is the regulation of the Contracting parties’ rights and duties during the fulfillment of the purpose specified above and the related rights and duties.

II. Confidential Information and Personal Data

The Partner undertakes to keep confidential all circumstances concerning Deltaray, which the Partner comes to know during or in relation to Communication according to this Agreement. This includes business information, product concepts, service functionality, product prices and also all other circumstances and information, particularly that of a business and technical nature, which was or shall be disclosed to the Partner by Deltaray during or in relation to the Communication and which is simultaneously not public knowledge or publicly available, and which it can also be legitimately assumed that Deltaray is interested in keeping confidential (hereinafter the “Confidential information”).
All this information and data, provided in writing, verbally or in another form, is of a confidential nature if it cannot be considered a business secret by law. In order to eliminate any doubt, information about the existence of the Project and its content is also considered Confidential information.
The Partner also undertakes to keep confidential circumstances and information that Deltaray explicitly identified as Confidential information by means of the comment: “Secret”, Confidential”, “Business secret” or similar. Information identified in such a manner is also considered Confidential information within the meaning of this Agreement. In order to eliminate any doubt, it is stipulated that Confidential information does not have to be explicitly identified, however, its identification is appropriate to eliminate any doubt regarding the nature of the information, particularly in cases when the nature of this information may not be clearly evident.
The Partner also undertakes to keep confidential personal data within the meaning of the provisions of Article 4(1) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation - GDPR), which the Partner comes to know during or in relation to Communication according to this Agreement (hereinafter the “Personal data”).
Confidential information specifically includes, but is not limited to, the FundPro Portal (web-based documentation), Python notebooks, source code from the Merlin platform and any other Deltaray-owned software, scripts, tools, configuration files, APIs, data samples, and associated documentation or training material the Partner accesses or receives during the trial period. The Parties acknowledge that access to the FundPro Platform is solely for evaluation purposes and shall not be used to replicate, reverse engineer, or derive competing products or services.

III. Handling Confidential Information

The Partner undertakes to ensure that the Confidential information obtained from Deltaray is not leaked, published or disseminated, and undertakes to protect the confidentiality of Confidential information in at least the same way as it protects its business secret, but in the manner usual for the protection of business secrets.
The Partner undertakes to make all possible effort that can justifiably be required to ensure that the confidentiality of Deltaray’s Confidential information and Personal data the Partner was provided with is strictly maintained by its employees and persons, which the Partner uses for the fulfillment of the purpose of the cooperation in compliance with the agreement concluded with Deltaray. If the Partner uses a third party for performance, it is authorized to disclose the Confidential information and Personal data obtained from Deltaray to it in the extent essential for the performance it provides and is also required to bind the third party under the duty of non-disclosure in the scope according to this Agreement. The Partner is liable for breach of duties by the third party.
The Partner undertakes to exclusively use the Confidential information and Personal data obtained from Deltaray during or in relation to the Communication, for the requirements of preparation and realisation of the Project, and not for any other Project. This includes a commitment not to copy, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the FundPro platform, Merlin components, or any other software or systems provided for evaluation.
The Partner undertakes to handle the Confidential information according to this article of the Agreement not only throughout the duration and effect of this Agreement, but also after it is terminated, for the entire period for which the Confidential information is not public knowledge or publicly available, without this Article of the Agreement being breached. The Partner undertakes to handle Personal data according to this Agreement not only throughout the duration and effect of this Agreement, but also after it is terminated.
Immediately after receiving the written request of Deltaray, the Partner shall return all carriers on which the Confidential information and personal data are recorded, particularly potential carriers with computer software, documentation, notes, plans, drafts, and their copies, to Deltaray.
Trades, strategies, and other derivative works developed by the Partner based on access to FundPro systems during the trial period shall not be used for any commercial purposes. Results and findings created or discovered during the trial period may be used within the Partner's organization for internal communication and analysis only. Publication, disclosure, or external dissemination of such results or findings requires Deltaray’s prior written consent.
All intellectual property rights, including but not limited to copyrights, trade secrets, trademarks, patents, and any other proprietary rights related to the FundPro Platform, the Merlin source code, Python notebooks, documentation, data, and any derivatives or improvements thereof, shall remain exclusively with Deltaray. Feedback, suggestions, or ideas provided by the Partner during the trial shall be deemed non-confidential and may be used by Deltaray without restriction.

IV. Disclosure of Confidential Information

The obligations contained herein do not apply to Confidential information that:
1. is public knowledge at the time it is disclosed, or which legitimately becomes public knowledge after it has been disclosed, without breach of this Agreement;
2. originated independently, or was acquired by the Partner that originally received it as confidential, without breach of this Agreement;
3. the Partner is required to provide according to the legal regulations or on the basis of a decision by the relevant public administration body, under the condition that the Partner informs Deltaray of the specific circumstances (unless it is prevented from doing so by the valid legal regulations or a decision by the relevant public administration body), immediately after this legal duty originates, and took measures to ensure maximum protection of the disclosed information, as permitted by the specific legal regulations or decision by the public administration body.
  1. At the request of Deltaray, whose Confidential information was disclosed with reference to Article IV. hereof, the Partner is required to prove the existence of reasons for disclosing this information.
    3. The Partner also undertakes to limit dissemination of the Confidential information or Personal data to employees who must be directly involved in the Project.

V. Sanction Arrangements

In the event of breach of any of the duties stipulated in Article III (1) to (3) of this Agreement, Deltaray may demand payment of a Contractual penalty in the value of EUR 10,000 for each case of breach of duties from the Partner.
The Contracting parties have agreed that any Contractual penalty according to this Agreement is due and payable within fifteen days from delivery of the legitimately issued accounts of the contractual penalty to the Partner. Compensation for potential damages is not affected by any arrangements or payment of any contractual penalty according to this Agreement.
The parties append their signatures as an expression of their opinion that the value of the Contractual penalty is reasonable with regard to the value and importance of the provided information and complies with good manners.

VI. Final Provisions

This Agreement is executed in two counterparts in English, each of the Contracting parties receiving one counterpart. This Agreement is governed by Hungarian law, particularly the Civil Code.
All supplements and amendments to this Agreement may only be made in the form of a written attachment signed by both Contracting parties.
This Agreement is concluded for an unlimited period and becomes valid and effective on the date of signature by both Contracting parties. The Contracting parties are authorized to give notice on this Agreement with a period of notice of one month, commencing from the date of delivery of the notice to the other Contracting party. The duty of non-disclosure persists for a period of 24 months from the termination of the validity of this Agreement.
All disputes shall be judged by the courts of law of Hungary with local and subject-matter jurisdiction.
The Contracting Parties declare that this Agreement expresses their full and exclusive mutual arrangements concerning the specific subject of this Agreement. After reading this Agreement, the Contracting parties declare that it was concluded after mutual negotiation, specifically and comprehensively, on the basis of their true, grave, and free will. As proof of the aforementioned circumstances, they append the signatures of their authorized persons or representatives.

VII. Limitations of Liability

The FundPro Platform, including the test cluster, documentation, code, data, and any other materials provided under this Agreement, is made available to the Partner on an “as-is” basis for evaluation purposes only. Deltaray makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
In no event shall Deltaray be liable to the Partner for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, loss of data, or business interruption, arising out of or in connection with this Agreement or the use of the FundPro platform or associated materials, even if advised of the possibility of such damages.
To the fullest extent permitted by law, Deltaray shall have no liability whatsoever arising out of or in connection with this Agreement.

---------------------------------------------------------------- Tibor Kiss Deltaray Research Ltd.	---------------------------------------------------------------- PARTNER TRADE NAME