Non-Disclosure Agreement and Privacy Notice

Non-Disclosure Agreement and Privacy Notice

(v.1.0; 2022-02-17)

 

By submitting a request to access the Nokia Digital Automation Cloud Marketplace (the “DAC Marketplace”), your company (“You”) is agreeing to be bound by the terms of this non-disclosure agreement and privacy notice (the “Agreement”).

As used in this Agreement, “Nokia” means Nokia Innovations Oy. A Finnish limited liability company having its registered address at Karakaari 7, 02610 Espoo, Finland.

Nokia and You are also hereinafter referred to as “Party” or “Parties” respectively.

This Agreement is made for the purpose of discussions concerning sales of Nokia Digital Automation Cloud products and services and the possible business relationship which is a consequence of the said discussions (the “Purpose”).

Nokia may, in conjunction with the Purpose and Your use of the DAC Marketplace disclose to You information that Nokia regards as confidential relating to technical solution information and commercial terms and You are willing to undertake to restrict the use and further disclosure of such Information.

Now Therefore It Is Hereby Agreed that:

1. “Information” shall mean any technical, financial and/or commercial information relating to Nokia or any of its Affiliates’ businesses, facilities, products, services, techniques and processes in whatever form, including but not limited to oral disclosure, electronic communication, demonstration, device, apparatus, model, sample of any kind, computer program, optical or magnetic medium, document, specification, circuit diagram, or drawing (including but not limited to information of a general nature or information not necessarily in the form as applied to wireless or fixed telecommunications systems) and visual observation of the aforesaid which is proprietary to Nokia or to its Affiliates or to Nokia’s or its Affiliates’ licensors, contractors or customers (hereinafter "Information").
2. “Affiliate” of Nokia shall mean an entity

(i)  which is directly or indirectly controlling Nokia;

(ii)  which is under the same direct or indirect ownership or control as Nokia; or

(iii) which is directly or indirectly owned or controlled by Nokia.

For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

3. You shall
4. keep confidential all Information received by it from Nokia with the same degree of care as is used with respect to Your own equally important confidential information to avoid disclosure to any third party, but at least with reasonable care, and
5. neither disclose Information received by it from Nokia to third parties nor use it for any purpose other than the above mentioned Purpose without the prior written permission of Nokia.

Subject to the foregoing You shall restrict access to Information received from Nokia to only those employees to whom such access is necessary for carrying out the Purpose and advise such employees of the obligations assumed herein.

4. The foregoing obligations shall not apply to any Information which
5. is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of You; or
6. was known to You prior to disclosure by Nokia as proven by Your written records of ; or
7. is disclosed to You by a third party who, to Your knowledge, did not obtain such Information, directly or indirectly, from Nokia; or
8. was independently developed (i.e. by personnel having either no access to the Information or only under the exceptions as set out above) by You as proven by Your written records of .

For the purpose of the foregoing exceptions, disclosures which are specific, e.g. as to engineering and design practices and techniques, products, software, services, operating parameters, etc. shall not be deemed to be within the foregoing exceptions merely because they are embraced by general disclosures which are in the public domain or in the possession of You. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features thereof are in the public domain or in the possession of You, but only if the combination itself and its principle of operation are in the public domain or in the possession of You.

You may disclose Information received from Nokia if You are required to do so by any ruling of a governmental or regulatory authority or court or by mandatory law, provided that written notice of such ruling is given without undue delay to Nokia so as to give Nokia an opportunity to intervene and provided further that You shall use reasonable efforts to obtain assurance that the Information will be treated confidentially. Information which is disclosed in such a manner must be marked "Confidential".

5. You shall not make any publicity on, press release of or any reference to this Agreement, to Nokia, or Information received from Nokia or the negotiations or cooperation between the Parties.
6. This Agreement shall come into force upon Your acceptance by submitting a request to access to the DAC Marketplace as described above and shall automatically terminate five (5) years later or at such time as the present Agreement is expressly superseded by a subsequent agreement between the Parties hereto, whichever is earlier.

Notwithstanding the above, the rights and obligations set forth in this Agreement which have accrued prior to termination shall survive the termination or earlier expiration of this Agreement for a period of five (5) years.

7. Nokia may at its discretion request at any time in writing from You that You either return or destroy all Information received from Nokia and stored electronically and/or on record-bearing media as well as any copies thereof. You shall confirm in writing such destruction or return the Information as well as any copies thereof to Nokia within fourteen (14) days after receipt of Nokia´s request.

The provisions of Article 7 para. 1 hereof shall not apply to copies of electronically exchanged Information made as a matter of routine information technology backup and to Information or copies thereof which must be stored by You according to provisions of mandatory law, provided that such Information or copies thereof shall be subject to an indefinite confidentiality obligation according to the terms and conditions set forth herein.

8. The Parties shall during the term of this Agreement comply with applicable data privacy laws and regulations. You permit Nokia and its Affiliates to collect and process personal data (“Personal Data”) as defined in EU General Data Protection Regulation 2016/679 (the “GDPR”) pursuant to applicable regulations. Further information about Nokia’s general processing activities is set out in the Nokia privacy notice available at: https://www.nokia.com/notices/privacy/. Nokia may process Personal Data for the following business purposes: a) processing of Personal Data as part of the provision of the products and services; b) customer relationship management, management reporting and marketing; c) development and improvement of Nokia's products and/or services; e) background check, due diligence and security clearance; and f) compliance with legal obligations.
9. Neither this Agreement nor disclosure or receipt of Information shall constitute or imply any promise or intention to make any purchase of products or services by either Party or any commitment with respect to the present or future marketing of any product or service or any promise or intention to enter into any other business arrangement.
10. No license to a Party hereto, under any trademark, patent, copyright or any other intellectual property right, is either granted or implied by the conveying of Information to such party.
11. None of the Information which may be disclosed or by Nokia shall constitute any representation, warranty, assurance, guarantee or other inducement by Nokia to You of any kind, and, in particular, with respect to the non-infringement of trade marks, patents, copyrights or any other intellectual property rights, or other rights of third parties.
12. In carrying out its respective obligations under the Agreement, each Party shall comply with all applicable laws and regulations of the local country and of any other applicable country, including any country of export. Any Party that fails to comply with this provision shall indemnify, defend and hold harmless the other Party from and against any claim, loss, damage, liability, expense, cost, of whatsoever nature arising out of or related to, or connected with such Party’s failure to comply.
13. Nokia may assign any of its rights or obligations under this Agreement without prior written consent of the other Party to its Affiliates. This Agreement may not be modified or amended except by written amendments duly executed by the Parties. This requirement of written form can only be waived in writing. You shall adhere to any relevant export control laws and regulations with respect to the Information or products received from Nokia.
14. This Agreement shall be construed and interpreted in accordance with the laws of Finland excluding its rules for choice of law.
15. All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall, unless amicably settled between the Parties, be finally settled by arbitration. The arbitrator(s) are to be appointed by the Arbitration Institute of the Central Chamber of Commerce of Finland and the rules of the said Institute are to be followed in the arbitration. The arbitration proceedings shall be conducted in English. The award shall be final and binding on the Parties hereto and enforceable in any court of competent jurisdiction.

The arbitration shall be held in Helsinki, Finland.

Each Party shall be entitled to seek necessary and appropriate injunctive relief or any other temporary measures from the courts of competent jurisdiction to enjoin the other Party from taking certain actions which may infringe on the rights of the Party bringing such claim, provided that any proceedings and decisions as to the merits of the dispute, including permanent injunctions, are exclusively governed and resolved by arbitration in accordance with the first paragraph of this Article 15.