by and between
Freudenberg & Co. Kommanditgesellschaft
- hereinafter referred to as "Freudenberg" -
The Hackathon Company GmbH
- hereinafter referred to as "THC" -
§ 1 Object of the Contract
Freudenberg is a global technology group, headquartered in Weinheim, Germany, which develops, produces and sells products and delivers services in different industries, including seals, vibration control components, technical textiles, filters, specialty chemicals, medical products and cleaning products ("the Business"). Freudenberg intends to hold a global leadership conference in virtual format referred to as “Dialog” in July 2021 and to engage THC to prepare and execute a hackathon. (the „Authorized Purpose“).THC will engage multiple external talent groups (i.e. facilitators, design wizards, technical buddies, external digital geeks) which help to execute the virtual format in various capacities (hereinafter referred to as “External Talent”).
In connection with the Authorized Purpose, Freudenberg will, within its discretion, disclose to THC in documentary or other tangible form, orally or by other means, certain trade secrets in the sense of § 2 No. 1 of the German Trade Secrets Protection Act (in German: Gesetz zum Schutz von Geschäftsgeheimnissen of 18.4.2019, hereinafter “GeschGehG”), in particular but not limited to technical, financial, business and/or other information either directly or indirectly relating to the Business or (personal) data, which are subject to data protection regulations or a similar secrecy obligation or is of a similar nature to the data that are subject to data protection laws (the „Confidential Information“). Any information made available (i) by Freudenberg or any of its affiliated companies within the meaning of Section 15 et seq. of the German Stock Corporation Act (hereinafter “Affiliated Companies”) as well as (ii) any documents produced or submitted by THC for the Authorized Purpose shall be regarded as Confidential Information under this Agreement.
§ 2 Confidentiality and Restricted-Use Obligations
THC shall keep strictly confidential and secret any Confidential Information and shall not use or allow to be used such Confidential Information for any other purpose than the Authorized Purpose. By signing a scan copy of this Agreement (or by providing an electronic signature or other form of acknowledgement of this Agreement in text form), any External Talent shall acknowledge and agree to the terms of this Agreement and shall be bound by the Agreement in the same way as THC is bound.
§ 3 Measures to Protect Information
THC shall limit access to Confidential Information to those of its or its Affiliated Companies’ employees, directors and partners who have a need to know and whose duties justify granting them access to Confidential Information, provided that THC will assure that such persons who receive Confidential Information abide by the terms and conditions of this Agreement as if they were parties hereto.
Without Freudenberg’s prior written consent, THC shall not disclose to any person the existence of this Agreement or the fact that Confidential Information has been exchanged.
Freudenberg shall be allowed, on a need-to-know-basis, to share Confidential Information produced or submitted by THC to any of its Affiliated Companies.
§ 4 Exemptions
Confidential Information shall not be subject to this Agreement if THC can prove that it
was known to THC prior to disclosure,
has been or is lawfully disclosed to THC by a party other than Freudenberg,
is or becomes part of the public domain without breach of this Agreement by THC or by anyone to whom THC has legitimately disseminated Confidential Information, or
has been or is subsequently independently conceived or discovered by THC or any of its affiliates or subsidiaries or its/their employees.
Without prejudice to the generality of § 4 (iii), information shall not be deemed to be part of the public domain by reason only that it is known to only a few of those people to whom it might be of commercial interest, and a combination of two or more portions of Confidential Information shall not be deemed to be part of the public domain by reason only of each separate portion being so available.
§ 5 Ownership to and Return of Documents, Items and Samples
Documents and any other items (samples, etc.) which embody Confidential Information remain the property of Freudenberg.
Except as allowed under § 2 hereof and for sole the purposes therein set forth, upon termination of this Agreement or earlier, if Freudenberg requests so, THC shall return to Freudenberg without undue delay all documents and items received from Freudenberg and shall delete all copies of documents within THC's possession or control to the extent containing any of the Confidential Information.
§ 6 Term and Post-Contractual Obligations
This Agreement and the obligations imposed by this Agreement shall become effective on the date of signature of the last signing party and shall remain in full force and effect until December 31, 2022 (the “Term”). It shall replace any prior confidentiality agreement between Freudenberg and THC entered into in connection with the Authorized Purpose. Freudenberg reserves its right to terminate this Agreement at any time.
The obligations in this Agreement shall remain in force for a further five (5) years subsequent to the end of the Term. Notwithstanding the aforementioned, THC shall treat trade secrets (protected information under the statutory law in § 2 no. 1 GeschGehG, particularly know-how) with confidentiality even after the end of the Term, observing the provisions of this Agreement and THC shall not attempt to monetize said Confidential Information.
§ 7 Results and Intellectual Property Rights
All results from the work performed in connection with the Authorized Purpose (inventions, know-how, samples, formulas, manufacturing processes, etc.) must be disclosed to Freudenberg without delay and Freudenberg has the exclusive right to unrestricted use and exploitation, regardless of whether or not these results are the subject of intellectual property rights.
If and to the extent that the work performed in connection with the Authorized Purpose leads to results that are capable of being protected by intellectual property rights, only Freudenberg is entitled to make corresponding applications for any such intellectual property rights and to acquire such intellectual property rights (patents, utility models, trademarks, etc.). Freudenberg also has the exclusive, transferable and further licensable right to use any copyrights in individual results of the work performed in connection with the Authorized Purpose.
Publications of the THC in connection with the Authorized Purpose require the prior written consent of Freudenberg.
The THC is not entitled to a separate remuneration for the results of any work performed in connection with the Authorized Purpose.
§ 8 Applicable Law and Severability Clause
Changes or amendments to this Agreement are only valid if agreed in writing, provided that External Talents may declare their accession to the terms of this Agreement in text form. This Agreement shall be construed and interpreted in accordance with German law without the application of its rules on the conflict of laws. Exclusive place of jurisdiction is Weinheim.
Should any of the individual provisions of this Agreement be or become partially or fully invalid, this shall not affect the validity of the remainder of this Agreement. The Parties shall substitute said invalid provision with a valid provision which reflects as closely as possible the economic intent of the Parties at conclusion of this Agreement.
Freudenberg & Co. KG
The Hackathon Company GmbH