CONFIDENTIALITY AGREEMENT
This CONFIDENTIALITY AGREEMENT (“Agreement”) is made on the date referred in the last page (“Effective Date”) by: Hughes Safety Showers Ltd, having its registered office at Whitefield Road, Bredbury, Stockport, SK6 2SS, United Kingdom (“Recipient”), And TECNIMONT SPA, a corporation organized and existing under the laws of Italy, having its registered office at Via Gaetano de Castillia 6/A, 20124 Milan, Italy, (“Tecnimont” or “Disclosing Party”).
The Disclosing Party and the Recipient may also be referred to as “Party” or collectively as “Parties”.
WHEREAS:
A. The Disclosing Party has entered into a contract with SONATRACH - Direction Centrale Engineering & Construction (“Owner”), as EPC Contractor for the project named “Réalisation en EPC D’Installations de production de Linear-Alkyl-Benzene « LAB » in Skikda, Algeria (the “Project”) and to that extent the Owner has disclosed to the Disclosing Party valuable technical, financial and commercial information.
B. The Disclosing Party has requested to the Recipient a quotation for certain goods and/or services related to the Project and to that extent the Disclosing Party has disclosed and/or may disclose to the Recipient and to any of its officers, employees’ information relating to the Project technology which is confidential and/or proprietary in nature and not public information.
C. The Recipient has indicated that it wishes to receive information as provided in letter B above, it being aware that such disclosure will be to the sole purpose of preparing quotations requested by the Disclosing Party (“Purpose”).
Now, therefore, in consideration of the Disclosing Party making available such information, the Recipient agrees as set forth below:
- The Recipient may be provided by the Disclosing Party and/or its Affiliates (as defined below) with or otherwise acquire, information relating to the Project and/or the Owner and/or any of its Affiliates and their businesses, financial conditions and assets, that is valuable, confidential and not in the public domain, whether or not marked confidential, whether in the visual or written form or recorded or in electronic, digital or any other form, including but not limited to technical information, site layout, process or instrumentation diagrams/ drawings/datasheets, or information relating to the process or instruments, licensing and proprietary information and information derived and/or generated from any information mentioned hereabove (collectively referred to as the “Confidential Information”).
The Confidential Information shall be deemed to include, but shall not be limited to, the following information (whether provided or obtained prior to or after the Effective Date):
(i)
(ii)
(iii)
information acquired by the Recipient during visit at site or at Disclosing Party’s or Owner’s or their Affiliates’ facilities
information relating to the technology used in connection with the Project, including but not limited to data, plans, specifications, flow charts, drawings
all notes, memos, reports, calculations, compilations, analyses, forecasts, conclusions or summaries or other materials derived or produced partly or wholly from any of the Confidential Information or containing or reflecting any Confidential Information and any or all computer records (including, but not limited to, data, copies, models, reproductions and recordings) derived or produced partly or wholly from any of the Confidential Information
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(iv)
any discussion, terms and conditions relating to the Purpose, its process and status.
In this Agreement,
“Affiliate(s)” shall mean any parent company or subsidiary company of a company and any other company which is directly or indirectly controlled by, or is under common control of, such company; a company will be deemed to control another company if the first possesses the power to direct, or cause the direction of, the management and policies of the latter, whether through the ownership of voting securities, by contract or otherwise.
“Representative(s)” in respect of each Party shall mean directors, officers or employees of the concerned Party.
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The Recipient acknowledges and agrees that Confidential Information is confidential and/or proprietary to the Owner or to the Disclosing Party and that the Recipient has no proprietary interest in it whatsoever.
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The Recipient agrees to maintain and protect, by taking all appropriate measures, the confidentiality of the Confidential Information. In particular, the Recipient shall:
(i) not use any Confidential Information for any reason or purpose except for the Purpose and shall not disseminate or disclose any Confidential Information to any third party except as permitted by this Agreement
(ii) not publish, disclose, divulge, or furnish the Confidential Information, or permit it to be published, disclosed, divulged or furnished, to any third party
(iii) not make or have any copy, record, or duplicate of the Confidential Information, or reduce it to writing or any other medium, if disclosed orally, except as necessary for the Purpose
(iv) not directly or indirectly disclose to any third party any correlation or identity which may exist between any part of the Confidential Information and other information.
Without prejudice to the foregoing, the Recipient is authorized to disclose Confidential Information, only on a strict need-to-know basis and only for the Purpose:
i) to its own Representatives by ensuring that such Representatives will comply with confidentiality obligations provided herein, and
ii) to its Affiliates, sub-vendors, subcontractors or consultants, which have signed an agreement with the Recipient containing appropriate restrictions on use, copying and disclosure of Confidential Information disclosed in pursuance of the Purpose not less stringent than those contained in this Agreement. In such cases the disclosure of information shall be limited to a minor, non-critical portion of the Confidential Information.
The Recipient shall be liable for any unauthorized disclosure by its Representatives, Affiliates, sub- vendors subcontractors of any tier and consultants.
The Recipient shall allow the Disclosing Party, or its representative upon 3 day’s prior written notice issued by the Disclosing Party, at reasonable intervals during normal business hours, to conduct audits of Recipient’s systems and practice for handling the Confidential Information to ensure compliance with this Agreement. Furthermore, upon the Disclosing Party’s written request, the Recipient shall provide an officer’s certificate in form and substance acceptable to the Disclosing Party, certifying compliance with each provision of this Agreement.
- The Confidential Information shall not include:
(i) information known or that becomes known to the public without breach by the Recipient of its confidentiality obligations or which the Disclosing Party discloses to a third party without an obligation of confidentiality
(ii) information known to the Recipient before disclosure, provided that the Recipient has evidence in writing of such a condition
(iii) information received from a third party who had a legal right to make such disclosure, provided that the Recipient can prove it in writing, and
(iv) information which is developed independently by the Recipient without any reference or access
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to the Disclosing Party’s Confidential Information.
Any of Confidential Information shall not be deemed to be within any of the exceptions under above sub- clauses (i)-(iv) merely because it is:
(a) embraced by more general information within such exceptions, or
(b) derived by combining information within such exception.
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If the Recipient is required to disclose Confidential Information by an order or requirement of a court or other governmental or regulatory body (including any stock exchange) having jurisdiction over it, the Recipient may make such disclosure, provided that the Recipient shall notify the Disclosing Party as soon as possible upon receipt of such order or requirement, and to the extent allowed by the relevant order or requirement, limit the required disclosure.
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All Confidential Information remains the sole and exclusive property of the originator. Nothing contained herein is intended to confer upon the Recipient any right whatsoever to any interest the originator may have in the Confidential Information. It is acknowledged by the Parties hereto that nothing contained herein shall be construed as granting or implying any right or license to use the Confidential Information disclosed hereunder, except as set forth herein and this Agreement does not obligate the Disclosing Party to enter into any further agreement or to proceed with or participate in any transaction with the Recipient.
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This Agreement shall be binding upon the successors and assignees of the Recipient, provided, however, that this Agreement shall not be assigned or transferred by the Recipient without the express written permission of the Disclosing Party.
In the event of a breach, or threatened breach, by the Recipient of the terms of this Agreement, the 8. Disclosing Party shall be entitled, in addition to any other rights and remedies it may have under this Agreement and in law, to:
(i) an injunction restraining the Recipient from doing or continuing to do any such act or acts in violation of this Agreement, or
(ii) any appropriate decree of specific performance.
The Recipient shall indemnify and keep the Disclosing Party harmless from and against any and all damages, costs and/or losses suffered or incurred by the Disclosing Party, as a result of a breach of this Agreement.
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The Agreement shall become effective from the Effective Date and the relevant obligations be valid and enforceable for five (5) years from the Effective Date. This Agreement shall supersede any communications, understandings, negotiations, agreements or promises in respect hereto which have been made between the Parties either in writing or orally prior to the Effective Date.
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If the Disclosing Party so requests, within fifteen (15) calendar days of receiving such written request from the Disclosing Party, the Recipient shall destroy (and confirm such destruction in writing) or return to the Disclosing Party all copies of whatsoever Confidential Information supplied to it by the Disclosing Party, without prejudice to the provisions of above Clause 9 on the duration of the confidentiality obligations.
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No relaxation, forbearance, or delay by the Disclosing Party in enforcing any of his rights under the terms of this Agreement shall prejudice, affect or restrict that Disclosing Party’s rights, nor shall waiver by the Disclosing Party of any Recipient’s breach operate as a waiver of any subsequent or continuing breach hereof.
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This Agreement shall be governed by and construed in accordance with the laws of Italy, without giving effect to its conflicts of laws, principles or rules, and all disputes arising from this Agreement will be submitted to the exclusive jurisdiction of the Courts of Milan. If any provision or clause of this Agreement
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shall be ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or unenforceability of such provision or clause shall not affect any remaining provision or clause hereof.
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Each Party undertakes to the other that, in the execution of this Agreement, it and its directors, officers, employees and any person acting in its name and on its behalf shall fully comply with applicable laws and regulations and, in particular, with all applicable laws and/or international conventions against corruption, bribery, antitrust, money laundering, fraud and/or relevant to export restrictions. Each Party represents that it complies with standard codes, procedures and policies that are applicable to it.
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The Recipient also acknowledges that the Disclosing Party, as an affiliate of MAIRE S.p.A, company whose financial instruments are traded on the “EuroNext Milan” regulated market organized and managed by Borsa Italiana SpA, is, as such, subject - to other things - to the mandatory provisions of EU Regulation n. 596/2014 of the European Parliament and of the Council of 16 April 2014 (together with the related implementing regulations and technical specifications issued by ESMA, “Market Abuse Regulation” or “MAR”). In consideration of the above, the Recipient acknowledges that some information about Maire Tecnimont S.p.A., the Disclosing Party and the Affiliates of MAIRE S.p.A, as well as their activities in relation to the Project and this Agreement, could be qualified by MAIRE S.p.A. as “privileged information” for the purposes referred to in the MAR. Therefore, the Recipient hereby declares to be informed about the mandatory provisions of the MAR available on the EUR-Lex website (https://eurIex.europa.eu/legaIcontent/EN/TXT/?uri=ceIex%3A32014R0596) and, in particular, with the provisions of articles 7, 8, 10, 12 and 14 of the MAR.
15.Each Party undertakes to process personal data involved in the performance of Agreement, in compliance with the Regulation (EU) 2016/679 of 27 April 2016 (GDPR) where applicable, and any other applicable law for the purposes of executing this Agreement only.
IN WITNESS WHEREOF, the Parties hereto, by and through their duly authorized representatives, have executed this Agreement on 19th Sepetember 2024 (Effective Date).
NAME OF THE RECIPIENT:
NAME OF THE DISCLOSING PARTY:
Hughes Safety Showers Ltd.
TECNIMONT SPA
SIGNATURE:
SIGNATURE: _____________________
NAME: Simon Walmsley
NAME: _________________________
TITLE: Proposals Engineer
TITLE: _________________________
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Project: Q-32976 - Tecnmont SKIKDA Folder: RFQ Files