Non-Disclosure Agreement
(Standard)
This Non-Disclosure Agreement ("agreement") is between the parties signing below. “We,” “us”
and “our” refer to both of the parties signing below and our respective affiliates.
Riigi Info- ja Kommunikatsioonitehnoloogia MICROSOFT ESTONIA OÜ
Keskus (77001613) AND ITS AFFILIATES:
Harju maakond, Tallinn, Kesklinna linnaosa, Suur- Ravala Street 5
Ameerika tn 1, 10122 10143 Tallinn
Tallinn, 10122 Estonia
Estonia
Signature :
{{_es_:signer1:signature}}
Ergo Tars
Ergo Tars (Jan 12, 2022 21:01 GMT+2)
Print Name: Ergo Tars Ben Orndorff
Print Title: Director General ASSISTANT GC
Signature Date: {{Dte_es_:signer1:date}}
Jan 12, 2022 January 12, 2022
For information about this agreement, contact the Microsoft Contact, Ingrid Toonekurg.
1. The purpose of this agreement. This agreement allows us to disclose confidential information
to each other, to our own affiliates and to the other’s affiliates, under the following terms. An
“affiliate” is any legal entity that one of us owns, that owns one of us or that is under common
control with one of us. “Control” and “own” mean possessing a 50% or greater interest in an
entity or the right to direct the management of the entity.
2. Confidential information.
a. What is included. "Confidential information" is non-public information, know-how and
trade secrets in any form that:
Are designated as “confidential”; or
A reasonable person knows or reasonably should understand to be confidential.
b. What is not included. The following types of information, however marked, are not
confidential information. Information that:
Agreement Number: 7361920
Sensitivity: Internal & Restricted
Is, or becomes, publicly available without a breach of this agreement;
Was lawfully known to the receiver of the information without an obligation to
keep it confidential;
Is received from another source who can disclose it lawfully and without an
obligation to keep it confidential;
Is independently developed; or
Is a comment or suggestion one of us volunteers about the other’s business,
products or services.
3. Treatment of confidential information.
a. In general. Subject to the other terms of this agreement, each of us agrees:
We will not disclose the other’s confidential information to third parties; and
We will use and disclose the other’s confidential information only for purposes of
our business relationship with each other.
b. Security precautions. Each of us agrees:
To take reasonable steps to protect the other’s confidential information. These
steps must be at least as protective as those we take to protect our own
confidential information;
To notify the other promptly upon discovery of any unauthorized use or disclosure
of confidential information; and
To cooperate with the other to help regain control of the confidential information
and prevent further unauthorized use or disclosure of it.
c. Sharing confidential information with affiliates and representatives.
A “representative” is an employee, contractor, advisor or consultant of one of us
or one of our respective affiliates.
Each of us may disclose the other’s confidential information to our representatives
(who may then disclose that confidential information to other of our
representatives) only if those representatives have a need to know about it for
purposes of our business relationship with each other. Before doing so, each of us
must:
o ensure that affiliates and representatives are required to protect the
confidential information on terms consistent with this agreement; and
o accept responsibility for each representative’s use of confidential information.
Neither of us is required to restrict work assignments of representatives who have
had access to confidential information. Neither of us can control the incoming
information the other will disclose to us in the course of working together, or
what our representatives will remember, even without notes or other aids. We
Agreement Number: 7361920
Sensitivity: Internal & Restricted
agree that use of information in representatives’ unaided memories in the
development or deployment of our respective products or services does not
create liability under this agreement or trade secret law, and we agree to limit
what we disclose to the other accordingly.
d. Disclosing confidential information if required to by law. Each of us may disclose the
other’s confidential information if required to comply with a court order or other
government demand that has the force of law. Before doing so, each of us must seek
the highest level of protection available and, when possible, give the other enough
prior notice to provide a reasonable chance to seek a protective order.
4. Length of confidential information obligations.
a. Termination. This agreement continues in effect until one of us terminates it. Either
of us may terminate this agreement for any reason by providing the other with 30
days’ advance written notice. Termination of this agreement will not change any of
the rights and duties made while this agreement is in effect.
b. No other use or disclosure of confidential information. Except as permitted above,
neither of us will use or disclose the other’s confidential information for five years
after we receive it. The five-year time period does not apply if applicable law requires
a longer period.
5. General rights and obligations.
a. Law that applies; jurisdiction and venue. The laws of the Country of Estonia govern
this agreement. We each consent to jurisdiction and venue in the courts of Estonia.
b. Compliance with law. Each of us will comply with all export laws that apply to
confidential information.
c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result
in a waiver of that, or any other, right or remedy.
d. Money damages insufficient. Each of us acknowledges that money damages may not
be sufficient compensation for a breach of this agreement. Each of us agrees that the
other may seek court orders to stop confidential information from becoming public in
breach of this agreement.
e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be
entitled to recover reasonable attorneys' fees and costs.
f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose
the other’s confidential information to the transferee without the other’s consent.
g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if
we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is
possible, the rest of this agreement will remain in place.
Agreement Number: 7361920
Sensitivity: Internal & Restricted
h. Entire agreement. This agreement does not grant any implied intellectual property
licenses to confidential information, except as stated above. We may have contracts
with each other covering other specific aspects of our relationship (“other contracts”).
The other contract may include commitments about confidential information, either
within it or by referencing another non-disclosure agreement. If so, those obligations
remain in place for purposes of that other contract. With this exception, this is the
entire agreement between us regarding confidential information. It replaces all other
agreements and understandings regarding confidential information. We can only
change this agreement with a signed document that states that it is changing this
agreement.
Agreement Number: 7361920
Sensitivity: Internal & Restricted
esignature Request for Agreement :7361920 -
Info Sharing - Riigi Info- ja Kommunikatsiooniteh
noloogia Keskus (77001613)
Final Audit Report 2022-01-12
Created: 2022-01-12
By: Contract Pro (
[email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAIOwzVL5z_seljkq7Q5PTYNdsZ76ZKRjM
"esignature Request for Agreement :7361920 - Info Sharing - Rii
gi Info- ja Kommunikatsioonitehnoloogia Keskus (77001613)" Hi
story
Document created by Contract Pro (
[email protected])
2022-01-12 - 11:50:01 AM GMT- IP address: 104.42.169.132
Document emailed to Ergo Tars (
[email protected]) for signature
2022-01-12 - 11:50:04 AM GMT
Email viewed by Ergo Tars (
[email protected])
2022-01-12 - 7:00:35 PM GMT- IP address: 88.196.50.17
Document e-signed by Ergo Tars (
[email protected])
Signature Date: 2022-01-12 - 7:01:58 PM GMT - Time Source: server- IP address: 88.196.50.17
Agreement completed.
2022-01-12 - 7:01:58 PM GMT