PARTIES:
- MARFEEL SOLUTIONS, S.L., with tax identification number B65651259, and with its registered office at Avinguda de Josep Tarradellas, 20, 6th floor, Barcelona, Spain (“Marfeel”); and
- [Name of the other party], with its registered office at [address] (“Client”).
Both parties shall hereinafter be referred to collectively as the “Parties” and individually as a “Party.”
OBJECT, PURPOSE, AND DEFINITIONS
Each Party to this Agreement intends to disclose to the other Party information related to its business for the exclusive purpose of evaluating the possibility of formalizing an agreement for the provision of Software as a Service (“SaaS”), specifically for Marfeel to provide web analytics services to the Client (hereinafter, the “Purpose”). Such business-related information includes, but is not limited to, the following (“Confidential Information”):
- Technical data, source code, software architecture, algorithms, designs, specifications, and documentation;
- Commercial, financial, and strategic information, including pricing, rates, and business plans;
- Customer, user, or supplier information, including contact details, agreements, preferences, and consumption habits;
- Performance data for the SaaS services, traffic metrics, usage analysis, and any other information related to the service provided by the Parties; and
- Any other information explicitly disclosed as confidential.
Each Party to this Agreement shall be referred to as the “Receiving Party” when receiving or using the Confidential Information disclosed by the other Party, and the “Disclosing Party” shall be the Party providing or disclosing Confidential Information to the Receiving Party in the context of this Agreement.
In consideration of the negotiations between the Parties and any access by the Receiving Party to the Disclosing Party’s Confidential Information, the Receiving Party agrees as follows:
CONFIDENTIALITY OBLIGATIONS
The Parties agree:
(i) to keep the Confidential Information of the Disclosing Party confidential and take reasonable precautions to protect such Confidential Information (including, but not limited to, all precautions the Receiving Party uses with respect to its own confidential materials);
(ii) not to disclose such Confidential Information or any derived information to third parties without the prior written consent of the Disclosing Party, except as necessary to comply with the obligations of this Agreement or to provide the SaaS services as per the established terms;
(iii) to use the Confidential Information solely for the specific purposes related to the Purpose.
EXCEPTIONS
The confidentiality obligations do not apply to Confidential Information that:
(i) is or becomes (without improper action or inaction by the Receiving Party or any affiliate, agent, consultant, or employee of the Receiving Party) generally available to the public;
(ii) was already in the possession of the Receiving Party or known by it without restrictions prior to receiving it from the Disclosing Party;
(iii) is known to the Receiving Party at the time of disclosure and is not subject to any confidentiality obligation;
(iv) was disclosed to the Receiving Party by a third party who is not or was not subject to any obligation to maintain the confidentiality of the information; or
(v) is disclosed pursuant to a court or administrative order or by a competent authority, in which case the Receiving Party shall notify the Disclosing Party sufficiently in advance to allow the Disclosing Party to take appropriate measures;
(vi) was independently developed, without using any Confidential Information of the Disclosing Party, by employees of the Receiving Party who had no access to such information.
Upon a written request from the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information of the Disclosing Party, including any documents or media containing such Confidential Information, and all copies or extracts thereof.
USE OF DATA FOR MEDIA STUDIES
Notwithstanding any provision of this Agreement, the Parties agree that Marfeel may use the data collected in a pseudo-anonymized, aggregated, and non-identifiable manner, ensuring privacy, for statistical purposes and to conduct media studies, such as trend analysis and performance metrics, to improve its services and provide Marfeel’s client network with general reports and statistics.
IRREPARABLE HARM AND EQUITABLE RELIEF
The Receiving Party acknowledges and agrees that, due to the unique nature of the Confidential Information of the Disclosing Party, no adequate legal remedy exists for any breach of its obligations under this Agreement, which may result in irreparable harm to the Disclosing Party. Therefore, in the event of any breach or potential breach, the Disclosing Party shall be entitled to seek appropriate equitable relief, in addition to any other legal remedies it may have.
SEVERABILITY
In the event that any provision of this Agreement is deemed illegal, invalid, or unenforceable by a court or other competent tribunal, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement remains in full force and effect.
DISPUTE RESOLUTION
Any dispute or conflict arising from this Agreement shall be submitted to the courts of Barcelona (Spain), without regard to conflicts of law principles, and the Parties hereby waive any objections to jurisdiction and venue.
ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes any prior written or verbal contracts or commitments relating to the subject matter of this Agreement. It forms an integral part of any contracts, commercial offers, service orders, purchase orders, or agreements (written or verbal) that the Parties have previously entered into, as well as any that may be entered into after the signing of this Agreement.
TERM OF THE AGREEMENT
This Agreement shall remain in effect for two (2) years from the date of its execution.
RETURN OF CONFIDENTIAL INFORMATION
In the event that the Parties do not reach an agreement regarding their potential business relationship, or when such relationship terminates, each Party shall return to the other all Confidential Information exchanged between them and shall ensure the destruction of any copies thereof, regardless of the medium or format in which it is stored. Upon doing so, the obligation to maintain the confidentiality of the Confidential Information shall continue indefinitely. In the event that either Party is unable to destroy the Confidential Information once the business relationship ends, that Party agrees to take all necessary steps to ensure that such Confidential Information continues to be treated confidentially. The Party required to retain the Confidential Information shall maintain it under the same confidentiality and security conditions set forth in this Agreement and shall refrain from disclosing it to third parties unless required by a competent authority or applicable law.
Updated: November 25th, 2024