Unilateral Confidentiality Agreement

1. Subject of this Confidentiality Agreement

   
   
   

   The Customer intends to buy a product displayed at the MANN+HUMMEL E-Mobility webshop. To receive further information about the product and to be able to purchase the product via the webshop, the Customer is obliged to agree to this NDA. The Customer agrees to this Confidentiality Agreement by ticking the box and downloading this Confidentiality Agreement.

   The subject of this Confidentiality Agreement will be referred to as the “Project” below.

   The Customer and MANN+HUMMEL are referred to together as Parties and each as Party.

2. Exchange of Confidential Information; Identification

   
   
   
   1. In connection with the Project, MANN+HUMMEL will disclose information of both commercial and technical nature. The information will be disclosed orally, on tangible data or information carriers (e.g. written documents or drawings), electronically (e.g. in the form of electronic files or programs) or by submitting objects (e.g. machinery, mechanical or electronic components or assemblies). This information may contain trade secrets of significant business importance.
   2. ”Confidential Information” shall mean any information and data, orally or embodied, including, but not limited to, any kind of business, commercial or technical information and data disclosed to the Customer in connection with the Project, irrespective of the form or manner in which such information or data is embedded, which should from the perspective of a reasonable person be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure, which is to be assumed in case of documents marked “confidential” or in a similar manner. Confidential Information shall include any information which is derived from the Confidential Information.

3. Obligation of Confidentiality and Restrictions of Use

   
   
   
   1. The Customer shall not use the disclosed Confidential Information other than for carrying out the Project. In particular, the Customer agrees not to
      1. communicate or disclose the Confidential Information to any third party,
      2. use the Confidential Information as a subject for developments of their own, and not to use the Confidential Information to enhance their own products,
      3. use the Confidential Information as the subject of applications for intellectual property rights and use the Confidential Information to oppose applications for intellectual property rights of MANN+HUMMEL ; and
      4. deconstruct, analyze, decode, reproduce, redesign and/or reverse engineer any disclosed Confidential Information or any part of it.
   2. The Customer acknowledges that MANN+HUMMEL owns valid copyrights in its Confidential Information and shall not contest or dispute, and waives any defense concerning, MANN+HUMMEL’s ownership and the copyright protection accorded the Confidential Information under applicable copyright law. The Customer shall not take any action that would in any way impair MANN+HUMMEL’s copyrights or other rights in or entitlements to any of its Confidential Information.
   3. The Customer shall not be entitled to file for patents or other statutory protection in any country based on or using any Confidential Information received hereunder, and any such patent or statutory protection, if such is filed by the Customer, must be transferred to MANN+HUMMEL upon its request and without any charge. The disclosure of Confidential Information does not constitute any right of prior use for the Customer.
   4. The Customer shall take all necessary and suitable measures and actions to effectively protect the Confidential Information and business secrets at any time against unauthorized access as well as against loss, including appropriate instruction for those persons who are entitled to the handling of the Confidential Information and business secrets pursuant to this Confidentiality Agreement.
   5. Furthermore, the Parties agree to treat the Project and its existence and the content of this Confidentiality Agreement as confidential towards any other party.

4. Limited Communication

   
   
   
   1. The Customer may pass on the Confidential Information to Affiliated Companies only if this is necessary for the purpose of implementing the Project and if the Affiliated Company is not a competitor of MANN+HUMMEL and if no competitor of MANN+HUMMEL has holdings in this Affiliated Company.
   2. “Affiliated Company” shall mean any legal entity which directly or indirectly controls, is controlled by or under common control with a Party, whereby "control" means the ownership direct or indirect of more than 50 % of such legal entity’s voting rights or capital. Any such legal entity shall be deemed to be an Affiliated Company of a Party only so long as such control exists.
   3. The Customer shall make accessible Confidential Information (in particular copies of written documents containing Confidential Information and Confidential Information stored on data carriers or submitted objects) only to those employees and consultants who are involved in implementing the Project and need the Confidential Information for carrying out their associated tasks. On these persons the secrecy obligations of this Confidentiality Agreement shall be imposed, even beyond their employment or contractual relationship.

5. Exceptions to the Obligation of Confidentiality and Restrictions of Use

   
   
   
   1. The obligation of confidentiality and restrictions of use no longer apply if and as soon as
      1. the Confidential Information is or becomes public knowledge without breach of this Confidentiality Agreement (including the disclosure by the disclosing Party to a third party without obligation of confidentiality); or
      2. the Customer can prove to have been in possession of the Confidential Information prior to receiving the information from MANN+HUMMEL; in this case, the Customer should inform MANN+HUMMEL of such prior knowledge; or
      3. the Confidential Information has lawfully been disclosed to the Customer by a third party without obligation to treat the information as confidential; or
      4. the Customer realized or acquired the Confidential Information independently of MANN+HUMMEL; or
      5. a court or an administrative or government authority requests the Customer to disclose the Confidential Information.

6. Term of the Obligation of Confidentiality and Restrictions of Use

   
   
   
   1. The term of this Confidentiality Agreement shall be two (2) years, commencing with the date agreeing to it in the MANN+HUMMEL webshop by ticking the box.
   2. The restrictions of use relating to the Confidential Information exchanged under this Confidentiality Agreement and the obligation to maintain secrecy of the Confidential Information shall terminate five (5) years after the expiration of this Confidentiality Agreement.

7. No Obligation to disclose Information; Obligation to return Confidential Information

   
   
   
   1. This Confidentiality Agreement does not constitute an obligation to disclose Confidential Information nor any obligation to conclude cooperation, supply, or other agreements beyond the scope of the provisions of this Confidentiality Agreement.
   2. Upon request of the other Party, the Customer shall return or destroy all information material including all copies and records that contain or are related to the Confidential Information. The Customer (i) shall have a right to keep a copy of the Confidential Information if and to the extent this is required by applicable law or public authority and (ii) shall not be required to destroy, delete or amend any backup tapes or other media produced by automatic, purely technical archiving processes in the ordinary course of business. Any Confidential Information maintained or saved pursuant to this provision shall be treated as confidential as long as it is maintained by the Customer.

8. Remedies

   
   
   
   1. The Customer agrees that any breach of the provisions in this Confidentiality Agreement and any loss or damage that may result therefrom entitles MANN+HUMMEL to seek all appropriate legal remedies with respect to any such breach. Since remedies at law may be inadequate to protect against a breach of the provisions of this Confidentiality Agreement the Customer agrees in advance not to oppose the seeking of injunctive relief or specific performance in favour of MANN+HUMMEL.
   2. If the Customer discloses or distributes Confidential Information to permitted recipients or has given its written consent to the respective disclosure or distribution of Confidential Information, that the Customer shall be liable for acts or omissions by its permitted recipients or by their employees (even where such permitted recipients ceased to be permitted recipient), as if such acts or omissions had been the Customer’s own acts or omissions, where such acts or omissions result in unauthorized distribution, use and/or disclosure of such Confidential Information.

9. Severability

   
   
   

   If any term of this Confidentiality Agreement is or becomes invalid in total or in part, this shall not have any effect on the validity of the remaining terms of this Confidentiality Agreement. In such a case, the parties shall cooperate to agree on a new provision that is as close to the invalid provision in economic terms as legally possible.

10. Governing Law; Place of Jurisdiction

    
    
    
    1. All legal relationships arising from this Confidentiality Agreement for the Parties shall be governed by the laws of the Federal Republic of Germany.
    2. The local courts of Stuttgart, Germany shall have jurisdiction for all disputes arising from this Confidentiality Agreement.