1. Subject of the Agreement

1.1. The present Agreement establishes the procedure of the confidential information disclosure as well as mandatory for the Parties confidentiality restrictions in the course of the information use. For the purposes of the present Agreement the confidential information is considered to be any information in hard or soft copy specified by the Discloser as the confidential one.

1.2. The purpose of the information disclosure in each particular case is to be determined by the Parties in the Information Disclosure and Receipt Act stated in para. 2.3 and 2.4 of the present Agreement.

1.3. The Recipient is not obliged to maintain confidentiality of the information received in the following cases:

1.3.1. If such information is available to public at the moment of its receipt from the Discloser;

1.3.2. If at the moment of its receipt the Recipient has the same information lawfully;

1.3.3. If the access to such information can not be restricted under the law.

1.4. In case of transfer of the commercial secret the Recipient shall protect such information with the measures stated by the law of EU “About commercial secret”. The provisions of the present Agreement regarding commercial secret shall be used in part, which does not contradict the above-mentioned law.

2. Information Disclosure

2.1. A stamp indicating confidential nature of the information recorded is to be applied on the tangible media with the confidential information.

2.2. A soft document containing the confidential information is to have a visual requisite indicating confidential nature of the information recorded.

2.3. The information recorded on the tangible medium is to be disclosed based on the Disclosure and Receipt Act. The information is considered to be received by the Recipient from the moment of signing the Act specified up by the authorized representatives of the Parties. The Act is to be drawn up in the form as per Annexure No. 1 to the present Agreement.

2.4. It is allowed to disclose the confidential information in soft copy through insecure communication channels only provided that the Parties use the information protection means. Simultaneously with the confidential information the Discloser is to forward to the Recipient the Information Disclosure and Receipt Act drawn up in the form as per Annexure No. 1 to the present Agreement. The Recipient is obliged to sign the Act specified within 2 (two) working days from the moment when the information has been received and return it back to the Discloser by mail or courier. The Discloser is to sign the Act within the same time period and forward one copy of the Act to the Recipient. The information is considered to be received by the Recipient from the moment of its actual receipt through the electronic communication channels.

3. Rights and Obligations of the Parties

3.1. The Discloser:

3.1.1. Determines the information confidentiality degree prior to the moment of its disclosure to the Recipient;

3.1.2. Determines the conditions of providing the third persons with the access and disclosing them the confidential information; uses otherwise and disposes of the confidential information;

3.1.3. Brings, changes or cancels the confidentiality mode with regard to the information disclosed;

3.1.4. Has the right at any moment within the time period specified in para. 5.3 of the present Agreement to demand returning or annihilating all tangible media with the confidential information disclosed to the Recipient;

3.1.5. Uses any other rights and obligations specified by the present Agreement.

3.2. The Recipient:

3.2.1. Is obliged not to disclose the confidential information received under the present Agreement in the ways, which are not described in para 3.2.3, 3.2.5 – 3.2.7 of the present Agreement. For the purposes of the present Agreement the confidential information disclosure is considered to be any actions (failure to act) by the Recipient as a result of which the confidential information became available for the third persons.

3.2.2. Is obliged to use the confidential information only for the purposes specified by the Parties.

3.2.3. Has the right to disclose the confidential information to the third persons only under written approval by the Discloser. The Recipient is obliged to provide meeting the present Agreement requirements by the persons specified.

3.2.4. Is obliged to exclude the access to the confidential information by any persons who have no grounds established by the law or the present Agreement.

3.2.5. Has the right to provide the access to the confidential information only to those employees who are to know such information to fulfill their labour obligations to achieve the purposes of the information disclosure specified by the Parties. At that, the Recipient is obliged to inform the employees specified that this information is confidential as well as to provide meeting the present Agreement requirements on confidentiality maintenance by the employees specified.

3.2.6. Has the right to make statements for mass-media, advertisements and other public statements referred to the present Agreement only under written approval by the Discloser.

3.2.7. Produces the confidential information to the government authorities, local authorities in cases when the obligation on producing the confidential information is established by the law without approval but with subsequent notification of the Discloser.

3.2.8. Undertakes to inform immediately the Discloser about the fact of disclosure or threat of disclosure, illegal receipt or illegal use of the confidential information.

3.2.9. Undertakes to return or annihilate all media with the confidential information under the first demand from the Discloser.

3.2.10. Has the right to individually determine the means of protecting the confidential information taking into account the requirements of the present Agreement.

3.2.11. Uses other rights and fulfills the obligations specified by the present Agreement.

4. Responsibility of the Parties

4.1. For non-fulfillment or improper fulfillment of its obligations under the present Agreement the Party at fault undertakes to reimburse to the other Party the losses caused by such non-fulfillment, including the actual loss and loss of expected profit in the complete scope on the basis of the written demand from the Discloser.

4.2. The Recipient takes responsibility for actions of its employees, representatives, subcontractors as well as other persons who got the access to the confidential information from the Recipient as for its own actions.

5. Validity of the Present Agreement

5.1. The present Agreement is concluded perpetual.

5.2. The present Agreement can be canceled at any time at initiative of any Party. In this case one Party is to forward to the other Party a written notification at least 10 (ten) working days before cancellation.

5.3. Cancellation or termination of the present Agreement does not relieve the Parties from fulfillment of the obligations on maintaining confidentiality of the information disclosed within the validity period of the present Agreement. Such obligations remain in force within 3 (three) years after the Agreement cancellation.

6. Other Terms and Conditions

6.1. The present Agreement is regulated under the Laws of England and Wales.

6.2. Any disputes and discrepancies between the Parties referred to the present Agreement that can not be settled in the course of negotiations are to be resolved by arbitration under The Arbitration Institute of the Stockholm Chamber of Commerce (SCC Institute) Rules in force at the time of submission of the legal proceedings, which Rules are deemed to be incorporated by reference into this agreement. The tribunal shall consist of three arbitrators (with the parties nominating one arbitrator each and the third arbitrator being nominated by the arbitrators so appointed by the parties and if he is not so nominated within 30 days of the date of nomination of the later of the two party-nominated arbitrators to be nominated, he shall be chosen by the SCC Institute). The place of arbitration shall be Stockholm, Sweden and the language of the arbitration shall be English.

6.3. Neither Party has the right to assign the claims and/or transfer the debt under its obligations arising in accordance with the present Agreement to the benefit of any third persons without approval by the other Party.