WCA CONFIDENTIALITY AGREEMENT

Parties
Non-disclosure and restricted use agreement by and between World Countertrade Association (hereafter referred to as WCA) and Member (hereafter referred to as Member).

Preamble

WCA’s aim is to develop, promote and facilitate countertrade and alternative trade settlement systems for the development of domestic and international trade and to conduct all other related activities.

WCA recognizes that such systems are essential for equitable economic growth and for the preservation of the sanctity of the national economy of all countries.

The Parties enter into the following agreement (Agreement):

1. WCA Statute
   The WCA Statute and any amendments to these Confidentiality Agreement are herein incorporated and made part of this agreement and are binding on all members.
2. Definitions
   In this Agreement unless the context otherwise requires:
   • Member refers to a member of WCA
   • Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
   • Parties refer to both WCA and Member.
   • Permitted Recipients means any authorized personnel of the Receiving Party or of any of its Related Companies who acquires the Confidential Information for the Purpose.
   • Receiving Party means the party receiving Confidential Information from the Disclosing Party.
   • Related Companies means any company or entity that has been authorized by the Parties to act on its behalf in any transaction.
3. Definition of Confidential Information
   

   Confidential Information means any information or data communicated by or on behalf of the Disclosing Party to the Receiving Party, including, but not limited to, any kind of business, commercial or technical information and data in connection with the Purpose, except for information that is demonstrably non-confidential in nature. This information shall be Confidential Information, irrespective of the medium in which that information or data is embedded, and whether the Confidential Information is disclosed orally, visually or otherwise

   Confidential Information shall include any copies or abstracts made of it as well as any products, apparatus, modules, samples, prototypes, or parts that may contain or reveal the Confidential Information. Confidential Information is limited to information disclosed for the Purpose on or after the date of admission as member.

4. Obligation to Keep Confidential and Restrictive Use
   

   The Receiving Party shall:

   • not to disclose any Confidential Information to any one except to the Permitted Recipients, which are bound to the same level of confidentiality obligations as set forth by this Agreement;
   • use any Confidential Information exclusively for the Purpose; and
   • keep confidential and hold all Confidential Information with no less a degree of care as is used for the Receiving Party’s own confidential information and at least with reasonable care.
5. Exclusions from Obligation to Keep Confidential and Restrictive Use
   

   The obligations under the clause 3 to keep confidential all Confidential Information shall not apply to the extent that the Receiving Party can prove that any of that information:

   • was in Receiving Party’s possession without an obligation of confidentiality prior to receipt from the Disclosing Party;
   • is at the time of disclosure, or subsequently becomes, generally available to the public through no breach of this Agreement by the Receiving Party or any Permitted Recipient;
   • is lawfully obtained by the Receiving Party from a third party without an obligation of confidentiality; provided that the third party is not , to the Receiving Party’s best knowledge, in breach of any obligation of confidentiality to the Disclosing Party relating to the information; or
   • is developed by the Receiving Party or its Related Companies independent of any Confidential Information
6. Copies
   

   Unless otherwise specified by the Disclosing Party at the time of disclosure, the Receiving Party may make copies of the Confidential Information to the extent necessary for the Purpose

7. Refusal
   

   Nothing in this Agreement shall obligate either party to disclose any information. Each party has the right to refuse to accept any information under this Agreement prior to any disclosure. Confidential Information disclosed despite an express prior refusal is not covered by the obligations under the Agreement.

8. No licence or Warranty
   

   Nothing in this Agreement shall affect any rights the Disclosing Party may have in relation to the Confidential information, neither shall this Agreement provide the Receiving Party with any right or licence under any patents, copyrights, trade secrets, or the like in relation to the Confidential Information, except for the use of Confidential Information in connection with the Purpose and in accordance with this Agreement.

9. Warranty
   

   The Disclosing Party makes available the Confidential Information as is and warrants that the information that it discloses is complete, accurate, free from defects or third party rights and useful for the Purpose of the Receiving Party.

10. No Further Obligations
    

    This Agreement does not:

    • create any other relationship;
    • oblige a party to enter into any other contract; or
    • require consideration for any information received
11. Term and Termination
    

    This Agreement enters into force by the registration of the corporate organization or entity as a member of WCA and is terminated automatically on the termination of the membership as per the WCA Statute.

12. Survival of Obligations
    

    Upon termination of the Membership Agreement for any reason, the Receiving Party shall stop making use of the Confidential Information. The obligation of the parties under this Agreement shall survive its termination till completion of any unfulfilled of all obligations under the WCA Statute.

13. Breach and Remedies
    

    In addition to any remedies under the Laws of England, the Parties recognize that any breach or violation of any provision of this Agreement may cause irreparable harm to the other party which money damages may not necessarily remedy. Therefore, upon any actual or impending violation of any provision of this Agreement, either party may obtain from English Court a preliminary, temporary or permanent injunction, restraining or enjoining such violation by the other party or any entity or person acting in concert with that party.

14. Disposal
    

    Within ninety (90) days of termination of this Agreement, disposal of the Confidential Agreement shall be conducted by member. Disposal means execution of reasonable measures to return or destroy all copies including electronic data.

15. Protective Order
    

    Neither party shall be in breach of this Agreement to the extent that it can show that any disclosure of Confidential Information was made solely and to the extent necessary to comply with a statutory, judicial or other obligation of a mandatory nature, hereafter referred to as “Mandatory Obligation”. Where a disclosure is made for these reasons, the party making the disclosure shall ensure that the recipient of the Confidential Information is made aware of and asked to respect its confidentiality. This disclosure shall in no way diminish the obligations of the parties under this Agreement except to the extent that a party is compelled by any Mandatory Obligation to disclose Confidential Information without restriction.

    To the extent permitted by any Mandatory Obligation, the Receiving Party shall notify the other party without delay in writing as soon as it becomes aware of an enquiry or any process of any description that is likely to require disclosure of the other party’s Confidential Information in order to comply with any Mandatory Obligation.

16. Good Faith and Fair Dealing
    

    In carrying out the obligations under this Agreement, the Parties will act in accordance with the principles of good faith and fair dealing. The provisions of this Agreement, as well as any statements made by the Parties in connection with this Agreement, shall be interpreted in accordance with the principles of good faith and fair dealing.

17. Dispute Resolution
    

    Any party to this Agreement shall have the right to have recourse to, and shall be bound by, the Pre Arbitral Referee Procedure of the International Chamber of Commerce in accordance with its Rules for a pre-Arbitral Referee Procedure

    All disputes arising out of, or in connection with, this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with those Rules.

18. Applicable Laws
    

    This Agreement is governed by the substantive laws of England and Wales.

19. Amendment of the Agreement
    

    This Agreement shall be amended at any time by WCA and shall become effective immediately upon posting of it on its website