This Non-Disclosure and Technology Evaluation Agreement (the “Agreement”) is made between Simax S.A. at 53 rte d'Arlon, L-8211 Mamer, Luxembourg, and the company represented by the user.

IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Definition of Confidential Information and Exclusions.
   1. “Confidential Information” means non-public information that a party to this Agreement (“Disclosing Party”) designates as being confidential to the party that received such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. “Confidential Information” includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party software, proprietary information, documents and materials whether printed or in machine-readable form or otherwise, developed, owned, licensed or under the control of the Disclosing Party including all processes, inventions, trade secrets, patents, patent-pending, concepts, designs, research, know-how, computer programs (including source code, object code, scripts, libraries and APIs), computer hardware, algorithms, formulas, system designs, general designs, all record bearing media containing or disclosing such Confidential Information, business methods policies and plans, production plans, business plans, marketing plans , proprietary technical plans, financial data and plans , personnel information, marketing and promotional plans, pricing plans, customer information, sales and/or commercial information with respect to the products and services, design methodologies, specifications, future product plans, and information received from others that Disclosing Party is obligated to treat as confidential. For purposes of this Agreement, "Simax S.A"'s "Siqur" shall be deemed, in all respects, to be Confidential Information. Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the terms “Receiving Party” also includes all affiliates of the Receiving Party. An “affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party.
   2. Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party, without restriction as to disclosure, prior to the Disclosing Party’s disclosure of such information to the Receiving Party pursuant to the terms of this Agreement; (iii) became know to the Receiving Party from a source other than the Disclosing Party; (iv) is independently developed by the Receiving Party; or (v) constitutes Feedback (as defined in Section 10 of this Agreement).
2. Limited Use of Confidential Information. The Confidential Information is being made available to Receiving Party for the limited purpose of evaluating whether to enter into a business relationship with Disclosing Party and, at Receiving Party’s option, providing Feedback (as defined in Section 10 of this Agreement) to the Disclosing Party. Receiving Party may disclose the Confidential Information only to those of its employees or consultants who need to know such information to effectuate the purposes of this Agreement and only to the extent necessary for such purpose. Any agreement which may be undertaken by the parties after Receiving Party's evaluation of the Confidential Information shall be the subject of a separate negotiation and agreement between the parties with respect thereto.
3. Obligations Regarding Confidential Information.
   1. Receiving Party shall:
      1. refrain from disclosing any Confidential Information of the Disclosing Party to third parties, except as expressly provided in Section 3(b) and 3(c) of this Agreement;
      2. take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party;
      3. refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of the Receiving Party’s business relationships with the Disclosing Party, and only as otherwise provided hereunder; and
      4. refrain from reverse engineering, decompiling or disassembling any software code disclosed by the Disclosing Party to the Receiving Party under the terms of this Agreement.
   2. The Receiving Party may disclose Confidential Information of the Disclosing Party in accordance with a judicial or other government order, provided that the Receiving Party either (i) gives the Disclosing Party reasonable notice prior to such disclosure to allow the Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with the judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 3(b).
   3. The Receiving Party may disclose Confidential Information only to Receiving Party’s employees and consultants on a need-to-know basis. The Receiving Party will have executed or shall execute appropriate written agreements with third parties sufficient to enable Receiving Party to enforce all the provisions of this Agreement. d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorised use of disclosure of the Confidential Information or any other breach of this Agreement by the Receiving Party and its employees and consultants, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorised use or disclosure.
   4. The Receiving Party shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries of the Confidential Information and all other intangible materials and devices provided to the Receiving Party as Confidential Information, or at the Disclosing Party’s option, certify destruction of the same.
4. Ownership. Receiving Party agrees and acknowledges that all Confidential Information shall be and remain the sole property of Disclosing Party. Nothing contained in this Agreement shall be construed as granting to Receiving Party any right, title or interest of any kind, by license or otherwise, to the Confidential Information, the intellectual property therein or any part or copy thereof. Receiving Party further acknowledges and agrees that nothing contained herein shall be construed as granting Receiving Party any right to develop, manufacture, produce and/or distribute any product(s) derived from or which otherwise uses any of the Confidential Information, or authorize or in any way assist others to do so. Receiving Party may not make, sell, license or distribute copies of the Confidential Information and may not sublicense, transfer or assign in any manner whatsoever this Agreement or any of Receiving Party's rights or obligations under this Agreement.
5. Term. This term of this Agreement shall commence on the Effective Date and continue for a period of ninety (90) days (the “Evaluation Period”). At the end of the Evaluation Period, all copies of Confidential Information in tangible form, including without limitation any all computer software files, which are in Receiving Party's possession (or in the possession of any consultant who has received such Confidential Material from Receiving Party or any of Receiving Party's agents or employees) will be promptly returned to Disclosing Party and Receiving Party agrees that it shall thereafter retain no photocopies, backup copies, or other reproductions or transcriptions of any portion of the Confidential Information. Notwithstanding the termination of this Agreement, Receiving Party agrees that, subject to the terms of this Agreement, the obligation to maintain the confidentiality of the Confidential Information shall survive the termination of this Agreement.
6. DISCLAIMER OF SOFTWARE WARRANTY. THE CONFIDENTIAL INFORMATION DISCLOSED HEREIN ARE MADE AVAILABLE TO RECIPIENT "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY EMPLOYEE OR REPRESENTATIVE OF DISCLOSER WILL CREATE A WARRANTY FOR THE CONFIDENTIAL INFORMATION, AND RECIPIENT MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
7. Limitation on Liabilities. Neither party hereto shall be liable to the other for any incidental, consequential, special, or punitive damages of any kind or nature, arising out of or in connection with a breach of this Agreement or any termination of this Agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if Receiving Party has been warned of the possibility of any such loss or damage.
8. Remedies. The Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction without the necessity of having to post a bond or other surety.
9. Privacy Clause. In accordance with Spanish law (Ley Orgánica 15/1999 de 13 de diciembre de Protección de Datos de Carácter Personal -LOPD-) all details supplied by the Receiving Party will be incorporated into an automatic filing system. Any personal information submitted by will gathered via the corresponding and appropiate forms, and shall only be used for the purpose described. Personal details will be treated with an adequate degree of protection, as stipulated by law (Real Decreto 994/1999 de 11 de junio - Royal Decree of Spanish Law), and all measures will be taken to avoid change, alteration, loss, or access that is not authorised, by third parties who might use them for ends other than those requested by the user. The user may exercise his or her rights of objection, access, rectification or cancellation in accordance with Spanish law, or simply for whatever consultation or personal comment in this respect, by sending of a notification via email to info@indigo.es, or writing a regular mail to Ingeniería Digital Oviedo S.L., C/ Campoamor 28, Oficina 5, CP 33001 Oviedo (Asturias) - Spain.
10. Miscellaneous
    1. Neither this Agreement nor disclosure or receipt of Confidential Information shall constitute or imply any promise or intention to make any purchase of products or services by either party hereto or any commitment by either party hereto with respect to the present or future marketing of any product or service or any promise or intention to enter into any other business arrangement. This agreement does not constitute a partnership or joint venture between the parties hereto. Neither party shall have any right to obligate or bind the other in any manner whatsoever, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.
    2. The parties agree to comply with all applicable international and national laws that apply to (i) any Confidential Information, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information.
    3. The Receiving Party shall adhere to any relevant export control laws and regulations with respect to the Confidential Information or products received from the Disclosing Party.
    4. The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party’s rights to independently develop or acquire products without use of the other party’s Confidential Information.
    5. This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence of the part of the Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorised employee of the Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provisions(s) or of the same provision on another occasion.
    6. This Agreement shall be governed by the laws of Spain. Any controversy, claim, dispute or disagreement in respect of this Agreement shall be resolved by binding arbitration in Spain, subject to the rules of the Spain, which tribunal shall have non-exclusive jurisdiction thereof; provided, that notwithstanding the foregoing, this choice of jurisdiction or venue does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction. Company waives all defences of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorised by applicable law or court rule. If either party shall retain the services of any attorney to enforce any rights hereunder, the prevailing party shall be entitled to receive from the other party all reasonable costs and expenses including, but not limited to arbitration costs, attorney’s fees, lawyers fees and expenses, and consulting expert fees and expenses incurred in connection therewith.
    7. This Agreement shall be binding upon and inure to the benefit of each party’s respective successor and lawful assigns; provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party. Any attempted assignment in violation of this Section shall be void.
    8. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable under the applicable laws or regulations of any jurisdiction, either such provision will be deemed amended to conform to such laws or regulations without materially altering the intention of the parties or it shall be stricken and the remainder of this Agreement shall remain in full force and effect.
    9. Suggestions and Feedback. The Receiving Party may from time to time provide suggestions, comments or other feedback (“Feedback”) to the Disclosing Party with respect to the Confidential Information provided originally by the Disclosing Party. Both parties agree that all Feedback is and shall be given entirely voluntary. Feedback, even if designated as confidential by the party offering the Feedback, shall not, absent a separate written agreement, create any confidentiality obligations for the receiver of the Feedback. Furthermore, except as otherwise provided herein or in a separate subsequent agreement between the parties, the receiver of the Feedback shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of the intellectual property rights or otherwise.