1.1 The definitions and rules of interpretation in this clause apply in this agreement.
1.1.1 Confidential Information: all confidential information (however recorded or preserved) that is disclosed or made available (in any form or by any method) by the Disclosing Party (or any of its Representatives) and/or the Participants to the Recipient in connection with the Challenge, including:
(i) the Challenge, the Participants’ submissions and any discussions or negotiations relating thereto; and
(ii) all information in whatever form relating to the Challenge and to the Participants’ submissions; and/or
(iii) the business, affairs, plans, intentions, market opportunities and investment strategy of the Parties and/or the Participants’ that is directly or indirectly disclosed, whether before or after the date of this agreement, to the Recipient or any of its Representatives by the Disclosing Party or its Representatives or which comes to the Recipient’s attention in connection with the Permitted Purpose.
1.1.2 Permitted Purpose: studying, considering, evaluating the Participants’ submissions, provision of training, mentoring, technical assistance and any other action carried out by the Recipient in relation to the Challenge.
1.1.3 Representatives: in relation to a company, the employees, officers, representatives and advisers of that company or any member of its group.
1.2 References to clauses are to the clauses of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s successors and permitted assigns.
1.4 A reference to writing or written includes fax and e-mail (unless otherwise expressly provided in this agreement).
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2. Confidentiality undertakings
2.1 In return for the Disclosing Party making Confidential Information available to the Recipient, the Recipient shall:
2.1.1 keep the Confidential Information secret and confidential and shall take reasonable steps to preserve its confidentiality;
2.1.2 not disclose or make available any Confidential Information to any person, except as permitted by this agreement; and
2.1.3 not use or exploit the Confidential Information in any way, except for the Permitted Purpose.
2.2 At the request of the Disclosing Party, the Recipient shall destroy or return to the Disclosing Party and to the Recipients all documents and materials containing, reflecting, incorporating, or based on any Confidential Information.
2.3 The undertakings and obligations in this agreement do not apply to any Confidential Information:
2.3.1 that is, or becomes, generally available to the public other than as a direct result of the information being disclosed in breach of this agreement; or
2.3.2 if the relevant information:
(i) was available to the Recipient on a non-confidential basis before it was disclosed by the Disclosing Party or its Representatives and/or the Participants; or
was, is or has become available to the Recipient on a non-confidential basis from a person who,
(ii) to the Recipient’s knowledge, was not bound by a confidentiality agreement with the Disclosing Party and/or the Participants or otherwise prohibited from disclosing the information to the Recipient; or
2.3.3 that the Disclosing Party and or the respective Participant agrees in writing is not Confidential Information or may be disclosed.
2.3.4 That is required by law to be disclosed
3. Permitted and forced disclosure
3.1 The Recipient may disclose Confidential Information to a any person whom the Disclosing Party and/or the respective Participant agrees in writing may receive Confidential Information, provided that it:
3.1.1 informs such person of the confidential nature of such information before it is disclosed;
3.1.2 procures that such person shall, in relation to any Confidential Information disclosed to it, comply with this agreement as if it were the Recipient.
3.2 The Recipient may disclose Confidential Information to the extent it is required to be disclosed by law, or by any regulatory or governmental authority of competent jurisdiction, or by a court of competent jurisdiction.
4. Other UNDERTAKINGS OF THE RECIPIENT
4.1 The Recipient agrees that he will not engage in the review and assessment of any submission, where at the Judge’s reasonable discretion there may be a conflict of interest between their role in the Challenge and their other activities. The Recipient undertakes to disclose any such potential conflict to the Disclosing Party immediately.
4.2 The Judge or Recipient agrees to indemnify and hold the Disclosing Party and its affiliates, control persons, directors and employees (“indemnified person”) harmless from and against all losses, claims, damages, liabilities, costs or expenses that may arise from the breach of the present Agreement.
4.3 The undersigned parties, intending to be legally bound hereby irrevocably agree not to attempt to circumvent, avoid or bypass each other, directly or indirectly for the purpose of avoiding contractual obligations, in conjunction with the present Agreement.
5.1 This agreement shall remain in full force and effect continue until the date when the purpose for the disclosure of the information, is completed. However, clauses 2.1 and 4.2 shall remain in force and survive the termination of the present agreement.
6.1 This agreement is personal to the Parties and no party shall assign, transfer or deal in any other manner with any or all of its rights and obligations under this agreement.
7. Entire agreement
7.1 This agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
8. Variation and waiver
8.1 No variation of this agreement shall be effective unless it is in writing and signed by all the Parties.
8.2 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
9. Governing law and jurisdiction
9.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Greece.
9.2 The Parties irrevocably agree that the courts of Athens, Greece shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter.
10. OTHER PROVISIONS
10.1 All Confidential Information, any patents, trademarks and any other intellectual property right remain the property of the respective owner and no license or other rights in the Confidential Information or intellectual property rights are granted hereby, except unless expressly provided herein
10.2 This Agreement does not constitute a joint venture or other such business agreement.
10.3 It is understood that this Agreement pertains only to the disclosure of information and does not obligate the Disclosing Party to enter into any further agreement, with respect to any matter arising out of or pertaining hereto.
10.4 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
IN WITNESS WHEREOF this agreement has been executed and delivered on the date first stated above.