Beta tester non-disclosure agreement

This non-disclosure agreement (the “Agreement“) has this date been entered into between:

(1) Care to Translate, Reg. No. 559150-6232, with address Krukmakargatan 34 A, 11851 Stockholm (the “Disclosing Party“); and (2) the Beta Tester applicant, (the “Receiving Party“).

The parties listed in 1-2 are together referred to as the “Parties“, each being a “Party“.

1. INTRODUCTION

For the purpose of sharing company information in respect of testing the Care to Translate app (the “Purpose”), the Disclosing Party may disclose certain Confidential Information (defined below) to the Receiving Party. The Parties have agreed that disclosure and use of Confidential Information shall be made on the terms and conditions of this Agreement.

2. DEFINITIONS

“Affiliate” means, in relation to either Party, any person controlling, controlled by or under common control with such Party.

“Applicable Laws” means laws, regulations, rules, court orders, governmental proceedings, judicial processes or rules of any securities exchange applicable to a relevant party or entity, as the context requires.

“Confidential Information” means any and all information, oral as well as visual or written (including graphic material), that the Receiving Party receives, before or after this Agreement is entered into, from the Disclosing Party and which is related to the Purpose and/or:

• (a) the business, product, financial, operational, technical, administrative, marketing, planning, know-how, research, development and staff information, methods, records and data of the Disclosing Party;
• (b) proprietary information, data, know-how, formulae, processes and engineering processes, strategies, designs, photographs, drawings, specifications, software, inventions, patents, technology, hardware configuration information, samples, technical literature, contract terms and data or other material attributable to or deriving its existence from discussions relating to the Purpose and/or the Disclosing Party; and
• (c) any notes, extracts, analyses or materials prepared by or on behalf of Receiving Party which are copied or derived from Confidential Information. Information shall not be considered as Confidential Information if the Disclosing Party expressly declares it to be non-confidential.

“Representatives” means the Receiving Party’s, and its Affiliates, directors, officers, shareholders, associates or employees, agents, professional advisers, managers and consultants of, and individuals seconded to work for, the applicable party. A reference to the Receiving Party also includes a reference to its Representatives.

3. CONFIDENTIALITY UNDERTAKING

1. The Receiving Party undertakes to:
2. keep secret and not disclose or reveal any Confidential Information obtained from the Disclosing Party;
3. not without prior written consent of the Disclosing Party, use the Confidential Information for any other purpose than the Purpose;
4. take all steps necessary to prevent Confidential Information from being disclosed to any other person than the Receiving Party’s Affiliates and Representatives directly concerned with the Purpose;
5. see to that any person who receives Confidential Information on behalf of the Receiving Party are made aware of this confidentiality undertaking and that they comply with the terms and conditions of this agreement. However, such notice will not disclaim the Receiving Party from responsibility for the person or associate in question or otherwise under this Agreement;
6. not without prior written consent of the Disclosing Party, make any record or copy of any drawing, description, specification, or other document or other disclosure or embodiment of the Confidential Information; and
7. not copy, reverse engineer, reverse compile, or attempt to derive the composition of, or information underlying, the Confidential Information.
8. The Receiving Party acknowledges and agrees that unauthorized use or disclosure of Confidential Information may violate applicable trade secret laws (including, but not limited to, the Swedish Act on Trade Secrets (2018:558)) and be subject to criminal sanctions.

4. PERMITTED DISCLOSURE

1. The confidentiality undertaking above shall not apply to any Confidential Information that the Receiving Party can establish:
2. is or becomes available to the public (otherwise than by breach of this Agreement or any other confidentiality undertaking);
3. was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party;
4. is independently developed by the Receiving Party (provided that the information developed does not include or rely on any Confidential Information); or
   that it is required to disclose by law or by the rules of any regulatory body to which the Receiving Party is subject, provided that it provides reasonable prior notice to the Disclosing Party, unless a court prohibits such notice.

5. RETURN OF CONFIDENTIAL INFORMATION

1. Upon the Disclosing Party’s request, all Confidential Information received by the Receiving Party shall, regardless of medium, be immediately returned or destroyed and shall thereafter not use received Confidential Information for any purposes whatsoever. Receiving Party undertakes to, upon request by the Disclosing Party, certify in writing that such destruction or return has occurred.
2. The section above shall not apply if:
3. the Receiving Party is required to keep the Confidential Information under Applicable Law;
4. information is contained in computer records or electronically stored files which may not be destroyed with reasonable measures; or
5. information is required to be kept by the Receiving Party pursuant to professional standards or compliance requirements.
6. Any Confidential Information retained with reference to the section above shall remain strictly confidential in accordance with the confidentiality obligations of this Agreement.

6. NO WARRANTY OR GRANT OF RIGHTS

1. The Receiving Party acknowledges that the Disclosing Party does not make any expressed or implied representation or warranty as to the accuracy or completeness of the Confidential Information. The Receiving Party agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information provided by the other Disclosing Party.
2. The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement in relation to the Purpose.
3. This Agreement does not grant the Receiving Party any right, title or interest in or to the Confidential Information.

7. NON-SOLICITATION

1. For a period of eighteen (18) months from the date of this Agreement, the Receiving Party shall not (directly or indirectly) employ, solicit to employ, entice away or otherwise engage for employment or other services any person who is employed by the Disclosing Party without the prior written consent of such Party. This non-solicit undertaking shall exclude: (a) persons that approach a Party on an unsolicited basis or who respond to general solicitations by way of general advertisements for employment not specifically directed at the other Party (or any of its employees); (b) persons who are referred to you in good faith by search firms, employment agencies or other similar entities, provided that such entities have not been informed about employees of the Disclosing Party by the Receiving Party; and (c) persons who have terminated their employment with the Disclosing Party prior to their contacts or discussions with the Disclosing Party and who, to the Receiving Party’s knowledge, are not bound by any non-compete undertaking in relation to the Disclosing Party. This Section shall not apply to professional advisors and consultants.
2. In relation to the Purpose and the Confidential Information, the Receiving Party shall make contact and deal only with such specified Representatives of the Disclosing Party. The Representatives shall not, without the Disclosing Party’s prior written consent, contact any person or entity who is known to the Receiving Party to be a supplier, customer, shareholder or employee or other Representative to or of the Disclosing Party.

8. BREACH OF CONTRACT

1. Receiving Party shall be responsible to the Disclosing Party for any breach of this agreement by the Receiving Party or its Representatives and by any other person or entity that may receive any Confidential Information from or through the Receiving Party.
2. In the event of a breach, the breaching Party shall be liable to pay the other Party liquidated damages amounting to SEK 50 000 for each breach.
3. Notwithstanding the right to receive liquidated damages, the Disclosing Party has the right to take any other legal measures available and to claim and receive a higher amount of compensation if the Disclosing Party can prove that the actual damage suffered as a result of such violation exceeds the amount of the liquidated damages.
4. Receiving Party acknowledges and agrees that a breach by Receiving Party of this agreement may result in immediate and irreparable harm to the Disclosing Party, for which there will be no adequate remedy at law. Without prejudice to any other rights and remedies it may have, the Disclosing Party will be entitled to seek equitable relief to compel Receiving Party to cease and desist all unauthorised use and disclosure of its Confidential Information.

9. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all previous and contemporaneous negotiations and understandings between the Parties, whether written or oral.

10. SEVERANCE

The clauses of this Agreement are severable and if any clause or identifiable part is held to be invalid or unenforceable by any court of competent jurisdiction then such invalidity or unenforceability will not affect the validity or enforceability of the remaining clauses or parts of the Agreement.

11. MISCELLANEOUS

1. Receiving Party will notify the Disclosing Party immediately in writing if it becomes aware that the Confidential Information has been disclosed to an unauthorised third party.
2. A waiver of any term of this Agreement will be valid only if it is in writing and signed by both parties.

12. TERM

1. This Agreement shall become effective on the day it has been accepted by the Receiving Party (the “Effective Date“). The provisions of this Agreement shall however apply retroactively to any Confidential Information, which may have been disclosed in connection with discussions and negotiations regarding the Purpose prior to the Effective Date.
2. This Agreement shall remain in force in perpetuity from the Effective Date, unless it is earlier terminated by either Party (“Termination Date“). Any obligations and undertakings herein shall however survive termination or expiration and shall remain in full force and effect for a period of 24 months after the Termination Date.
3. The provisions of section No warranty or grant of rights, Breach of contract and Governing Law and Disputes shall remain if force in perpetuity from the Effective Date.

13. GOVERNING LAW AND DISPUTES

1. This Agreement shall be governed by the laws of Sweden.
2. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless the Parties have agreed otherwise. The SCC shall appoint the arbitrators.
3. Each Party agrees that all arbitral proceedings shall be kept strictly confidential. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way its rights vis-à-vis the other Party in connection with the dispute, or if such a right exists pursuant to statute, regulation, a decision by an authority, a stock exchange rules or similar.
4. Any Party, before or during any arbitral proceedings, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the arbitral proceedings.

14. BETA TESTERS DUTIES

The Beta Tester agrees to report any flaws, errors or imperfections discovered in any software or other materials where the Beta Tester has been granted access to the Beta Test. The Beta Tester understands that prompt and accurate reporting is the purpose of the Beta Tests and undertakes to use best efforts to provide frequent reports on all aspects of the product both positive and negative and acknowledges that any improvements, modifications and changes arising from or in connection with the Beta Testers contribution to the Project, remain or become the exclusive property of the Disclosing Party.