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Non-Disclosure, Intellectual Property Rights & Restrictions Agreement#

This Non-Disclosure, Intellectual Property Rights & Restrictions Agreement (the “Agreement”) is by and between:

STAKATER AB 559066-6870 of Valhallavägen 2 Täby 18773 Stockholm Sweden (“Company”); and

the (“Receiving Party”).

Each a “Party” and together the “Parties”.

PURPOSE#

The Company will engage the Receiving Party as a [EMPLOYEE / EXTERNAL WORKER / THIRD PARTY ENTITY]

NON-DISCLOSURE#

“Confidential Information” means any and all information relating to Company that Company reasonably wishes to keep confidential including but not limited to information concerning the Company’s agreements affairs architecture business concepts business plans client and customer information experience financial data formulas ideas know-how marketing campaigns marketing plans methods operations personnel processes profitability projects products services trade secrets technology (including without limitation networking ecosystem technical drawings designs software schematics algorithms technical data product plans research plans etc.) and inventions (whether or not patentable) images of the Company’s employees and officers within their home(s) or workplace regardless of whether the information has been documented or not and any other information which should be reasonably understood to be confidential or proprietary information of the Company; with the exception of:

  • information which at the time of transfer is generally known or enters the public domain in a manner other than by breach by the Receiving Party of this Agreement;
  • information that the Receiving Party can prove that he/she already had knowledge of before it was received in connection with the engagement unless the information is subject to any obligation of secrecy due to another agreement or confidentiality obligations with the Company;
  • information that the Receiving Party received from a third-party who is not or has not been constrained from disclosing such information by law other agreement or confidentiality obligations and
  • information that the Receiving Party is obligated to disclose according to law statutes court or authority order or other mandatory stipulations on condition that the Company is informed of the matter prior to publication and that the publication is restricted as far as possible.

Non-Use and Non-Disclosure#

During and after the engagement of the Receiving Party with the Company, the Receiving Party will hold in the strictest confidence and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information and Receiving Party will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of his/her duties to the Company or (ii) disclose the Confidential Information to any third-party without the prior written consent of the Company. The Receiving Party is aware that Confidential Information may be of a highly sensitive nature and if in any way disclosed to a third-party may cause significant damage to the Company.

Ownership#

All Confidential Information shall be and remain the property of the Company at all times.

Contractors and Employees#

In the event the engagement requires the Receiving Party’s contractors/employees to gain access to the Confidential Information the Receiving Party agrees and accepts that this access must be regulated separately in a specific document prepared between him/her and his/her contractors/employees. It is the responsibility of the Receiving Party to ensure that those contractors/employees enter into written confidentiality agreements and that they will comply with confidentiality undertakings no less restrictive than those contained in this Agreement.

Third-Party Confidential Information#

Receiving Party recognizes that the Company has received and in the future will receive from third-parties their personal confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Receiving Party agrees that Receiving Party owes the Company and such third-parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person firm corporation or other third party except as necessary in carrying out his/her duties for the Company consistent with the Company’s agreement with such third-party.

Term#

The Receiving Party’s obligations in this Clause 2 shall apply during his/her engagement with the Company and shall remain in force for a period of five (5) years after his/her engagement with the Company has ceased.

NON-COMPETITION#

During the engagement of the Receiving Party with the Company Receiving Party undertakes not to without the prior written consent of Company make preparations or carry out directly or indirectly any business or activity which competes or conflicts with Company or in other manners directly or indirectly accept employment perform services or acquire ownership in any business or activity that carries out such business or activity or in other ways assist such business or activity.

Company shall have the right and option to enforce the restrictions of Non-Competition in this Clause 3 for a period of twelve (12) months following the termination of the engagement of the Receiving Party with the Company. During such period the Receiving Party shall notify Company in writing at least forty-five (45) days prior to undertaking any activity that may conflict with this Clause 3.

In the event Company approves in writing or does not respond within the 45-day period the requested activity shall be considered approved.

In the event Company disapproves in writing within the 45-day period the Receiving Party may not undertake the requested activity and Company shall pay for the inconvenience which the restriction entails to the Receiving Party the difference between the payments made by the Company to the Receiving Party arising from this engagement and all other compensations which the Receiving Party subsequently earns directly or indirectly in any new activity (“Compensation”).

However the monthly Compensation shall at no time exceed sixty percent (60%) of the monthly payments made by the Company to the Receiving Party arising from the engagement and shall be payable only during the period which Company selects at its discretion to enforce the Non-Competition restrictions.

The Receiving Party is under a duty to mitigate the Compensation payable by actively looking for new employment.

NON-SOLICITATION#

During the engagement of the Receiving Party with the Company and six (6) months thereafter the Receiving Party undertakes not to:

  • directly or indirectly try to recruit entice away or solicit personnel of Company with whom the Receiving Party has had extensive dealings with or who has specific professional skills which are of significance for the Company or influence such personnel to end their employment or engagement with the Company; nor
  • establish business relationships with any of the Company’s business partners or prospects (defined as customers investors licensees suppliers service providers or other partners aiming to acquire any business right to Company) or weaken such partner’s relationship with Company.

RESULTS; INTELLECTUAL PROPERTY RIGHTS#

All rights to any blog open sources data information materials agreements affairs architecture business concepts business plans client and customer information experience financial data formulas ideas know-how marketing campaigns marketing plans methods operations personnel processes profitability projects products services trade secrets technology (including without limitation networking ecosystem technical drawings designs software schematics algorithms technical data product plans research plans etc.) trademarks trade names and inventions (whether or not patentable) and all intellectual property rights and neighbouring rights related thereto made written designed or produced by the Receiving Party related to the Company during the engagement of the Receiving Party with the Company irrespective of whether such Results are produced during or outside of working hours and irrespective of whether produced with the use of the Company's facilities (the “Results'') shall be vested solely in and owned by Company without any further compensation to the Receiving Party including to the extent permitted under applicable law all rights of attribution paternity integrity modification disclosure and withdrawal and any other rights throughout the world that may be known as or referred to as “moral rights” “artist’s rights” “droit moral” or the like (collectively “Moral Rights”) to the Results. To the extent that Moral Rights cannot be assigned under applicable law the Receiving Party hereby waives and agrees not to enforce any and all Moral Rights including without limitation any limitation on subsequent modification.

For the avoidance of doubt Company shall without any restrictions have the exclusive right to freely develop alter licence assign and otherwise dispose of the Results at Company’s discretion.

The Receiving Party has no right to directly or indirectly in any way use or exploit the Results during the engagement of the Receiving Party with the Company or thereafter unless a written agreement regarding such use has been entered into with the Company.

The Receiving Party agrees and undertakes without any additional compensation to execute all such deeds and documents that in Company’s sole discretion are necessary or desirable in order for Company to be able to protect register maintain and in any other way be able to fully enjoy Company’s rights to the Results.

TERM#

This Agreement enters into force and becomes effective when signed by both Parties (“Term”).

Further the Term of the Non-Disclosure obligations under Clause 2 above shall retroact to any Confidential Information exchanged prior to the effectiveness of this Agreement.

EFFECTS OF TERMINATION#

Following termination of the engagement of the Receiving Party with the Company or any time by the request of the Company the Receiving Party will return all Confidential Information and Results including copies and duplicates thereof to the Company.

GENERAL TERMS#

Invalidity of regulation#

Should any regulation in this Agreement or part thereof prove to be invalid this shall not signify that the agreement in its entirety is invalid but to the extent that the invalidity substantially affects the undertakings or obligations of any Party in the Agreement reasonable adjustment of the Agreement shall take place.

Passivity#

The failure of a Party to exercise any rights pursuant to this Agreement or failure to call attention to a particular circumstance pertaining to this Agreement shall not mean that the Party has forfeited its right in such respects. Should a Party choose to refrain from exercising a particular right or call attention to a particular circumstance; such a waiver of rights shall be made in writing for each individual circumstance.

Enforcement#

Without restricting the Company’s other rights or other right to compensation the Receiving Party concedes that damages are not a fully satisfactory means of compensation for violation of this Agreement. Consequently the Company in addition to potential damages is also entitled to other legal remedies such as interim relief or precautionary measures in the event of a threat of a breach or an established breach of this Agreement.

Governing Law & Jurisdiction#

This Agreement shall be governed by laws of Sweden without regard to its principle of conflict of laws. Any dispute controversy or claim arising out of or in connection with this Agreement or the breach termination or invalidity thereof shall be finally settled by a court of general jurisdiction.