Privacy policy

"Confidential Information" as used in this document means all information, whether or not designated as confidential, both technical and non-technical, including patents, copyrights, trade secrets and proprietary information, techniques, sketches, designs, drawings, models, inventions, know-how, processes, equipment, algorithms, software programs, documentation and source programs, information related to the current, future and proposed products and services of each of the parties, including without limitation their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, internal requirements, purchasing, manufacturing, customer lists, business projections and sales, marketing plans and information.

"Confidential Information" also includes proprietary or confidential information of third parties that is disclosed to either party under such designation.

This agreement assumes that the roles of Disclosing Party and Receiving Party will be exchanged between both parties during the course of the business relationship.

Each party agrees that it will not use, disseminate, or in any form disclose Confidential Information of the other party to any person, company, firm, or business, except as necessary for negotiations, discussions, and consultations with authorized personnel or representatives of the other party, or for any other purpose expressly authorized in writing by the other party.

Each party agrees to treat all Confidential Information of the other party with the same degree of care and diligence as it treats its own Confidential Information, and each affirms that it exercises reasonable care and diligence to protect its own Confidential Information.

Each party agrees to disclose Confidential Information of the other only to those of its employees who need to know such information, and certifies that such employees have previously committed, as a condition of employment or to receive such Confidential Information, to terms and conditions substantially similar to those of this Agreement.

The Receiving Party will immediately notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information. The Receiving Party agrees to assist the Disclosing Party in remedying any situation arising from such unauthorized use or disclosure of Confidential Information.

The obligations of each party under Clause 2 ('Non-Disclosure and Non-Use Obligation') with respect to any portion of the other party's Confidential Information shall terminate when the party seeking to avoid its obligation can document that:

1. 1 It was in the public domain at the time or after it was communicated to the Receiving Party by the Disclosing Party through no fault of the Receiving Party.
2. 2 It was rightfully in the Receiving Party's possession free of any obligation of confidentiality at the time or after it was communicated to the Receiving Party by the Disclosing Party.
3. 3 It was developed by employees or agents of the Receiving Party independently and without any reference to any information communicated to the Receiving Party by the Disclosing Party.
4. 4 It was communicated by the Disclosing Party to a third party free of any obligation of confidentiality.

Disclosure of Confidential Information shall not be considered a breach of this Agreement, provided that the Receiving Party has previously given written notice to the Disclosing Party so it could seek a protective order to prevent such disclosure, when:

1. 1 Such disclosure is made in response to a valid order of a court or governmental authority.
2. 2 Required by law.
3. 3 When necessary to establish the rights of either party under this agreement.

All Confidential Information and/or Derivatives thereof, whether created by the Disclosing Party or the Receiving Party, shall remain the property of the Disclosing Party and no license or right to such Confidential Information is granted or implied.

For the purposes of this agreement, "Derivatives" means:

1. 1 For copyrightable or copyrighted material, any translation, abridgement, revision, or other form in which an existing work may be transformed or adapted.
2. 2 For patentable or patented material, any improvement thereof.
3. 3 For material protected as trade secret, any new material derived from such trade secret, including new material which may be protected by copyright, patent and/or trade secret.

All materials (including, without limitation, documents, sketches, drawings, models, designs, and lists) handed over by one party to the other, and designated in writing as the property of the other party, shall remain that party's property and shall be returned as soon as requested, along with any copies generated.

Neither party shall communicate information to the other in violation of the proprietary rights of a third party.

All Confidential Information is provided "as is" and without any warranty, express or implied, as to its accuracy, truthfulness, or performance.

Neither party may export, directly or indirectly, any technical data acquired from the other party under this Agreement, or any product using such data, to any country for which the Government of Costa Rica or any of its agencies, at the time of export, requires an export license or other government approval without first obtaining such license or approval.

This agreement shall govern all communications between the parties from its effective date until the date on which either party receives written notice from the other that subsequent communications will no longer be governed in the same manner; provided that each party's obligations under Clause 2 ('Non-Disclosure and Non-Use Obligations') with respect to previously received Confidential Information shall continue for three years following the expiration of the license agreement, unless terminated in accordance with Clause 3.

Neither party shall assign or transfer its rights or obligations under this Agreement without the written consent of the other party.

Any notice required or permitted by this Agreement must be in writing and shall be delivered in the following manner to be considered received:

1. 1 By personal delivery when received in person.
2. 2 By courier with receipt verification.
3. 3 By fax copy or transmission with acknowledgment of electronic transmission receipt.
4. 4 By certified mail, with receipt verification.
5. 5 Notices shall be delivered to the address indicated at the beginning of this document or any other address the parties specify in writing.

This agreement shall be governed by and enforced in accordance with the laws in force in the Republic of Costa Rica.

Either party is authorized to present this document before a notary of its choice to formalize this agreement as a public instrument whenever it deems appropriate, with the costs borne by the interested party.

Should any provision of this Agreement be considered illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions shall not be affected or impaired.

A waiver by the Disclosing Party of any breach of any provision of this Agreement by the Receiving Party shall not operate as or be considered a waiver of any other provision or of a subsequent breach by the Receiving Party.

The breach of any of the promises or agreements contained in this document by either party shall result in continuous and irreparable harm to the other, which shall therefore be entitled to monetary compensation for damages to be determined through arbitration in accordance with the provisions of the following clause.

In the event of differences, conflicts, or disputes related to the execution, breach, interpretation, or any other aspect arising from this agreement, the parties expressly waive ordinary jurisdiction and agree to resolve the conflict according to the following procedure:

1. 1 MEDIATION COMMITMENT: The parties agree to first resort to the mediation process established in the regulations of the Conciliation and Arbitration Center of the Costa Rican Chamber of Commerce, with a single mediator designated by rotation from the list maintained by the administration of said Center.
2. 2 ARBITRATION COMMITMENT: If the matter is not resolved within a maximum of two mediation sessions of no more than two hours each, or if the sessions do not take place due to the absence of either party, the matter shall be resolved by final and non-appealable award in accordance with the Conciliation and Arbitration Regulations of the Conciliation and Arbitration Center of the Costa Rican Chamber of Commerce.

The arbitration shall be conducted by law and processed by a tribunal of three members designated by the Conciliation and Arbitration Center of the Costa Rican Chamber of Commerce. The arbitral award shall be final, binding, and non-appealable, except for review or annulment. The proceedings and their content shall be absolutely confidential.

This Agreement constitutes the entire agreement with respect to the disclosure of Confidential Information and supersedes all prior agreements, oral or written, concerning Confidential Information. This Agreement may only be modified in writing and signed by mutual agreement of the authorized representatives of the parties.