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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
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By clicking “Accept” below on this page, I, , , registered at the address: acknowledge that you have read, understood and expressed your unconditional willingness to comply with the following Confidentiality and Non-Disclosure Agreement (hereinafter, the “Agreement”) as Part 1.:

1 TERMS USED IN THE AGREEMENT

1.1 For the purposes of the Agreement the following terms have the following meanings:

1.1.1 "Part 2"- LLC "Algoritmika", a company organized and existing under the laws of the Russian Federation, represented by Mr Andrey Lobanov, registered at Zemlyanoj val street, 59-2, office 1, Moscow, Russia

1.1.2 "Confidential Information" means the information (data) on persons, objects, facts, events and/or processes regardless the form of its provision, directly or indirectly related to any of the Parties, their affiliated persons and/or clients, their business, development strategy, organizational structure and system of logistics, financial, economic, marketing, planning, technical, industrial information, and any other information received from Part 2 or employees of the Part 2 or any of its' consultants, auditors, which has an actual or potential commercial value.

Confidential information shall not include:
A) any public information that has become known not in the result of the breach of any obligation under this Agreement;

B) all information which is lawfully possessed by the other Party at the time of and after the conclusion of the Agreement from other sources than the other Party under this Agreement (in this case the Party shall be ready to another Party to provide on short notice written proof of such lawful possession which could reasonably satisfy such other Party);

C)
information which cannot be protected as the legitimate commercial secret according to the applicable law.
1.1.3 "Disclosing Party" means the Party under this Agreement which owns or holds the Confidential Information and provides the Confidential Information to the Receiving Party for using in accordance with the Agreement.

1.1.4 "Receiving Party" means the Party under this Agreement which receives the Confidential Information or access to such information from the Disclosing Party in the manner and procedure provided by this Agreement.

1.1.5 "Disclosure of the Confidential Information" means actions of the Receiving Party which are not authorized by the Disclosing Party and which provide for an opportunity of the Third party to get the Confidential Information or the conclusions or calculations made under or on the basis of the Confidential Information.

1.1.6 "Third party" means legal entities, individuals other than the Parties, who are not the employees of the Parties, and state bodies which are not authorized or clearly go beyond their jurisdiction or authority and require the provision of the Confidential Information.

2 TRANSFER AND PROTECTION
OF THE CONFIDENTIAL INFORMATION

2.1 Transfer of the Confidential Information from the Disclosing Party to the Receiving Party shall be effected by transfer of the Confidential Information on hard copy or electronic media, or in oral form, as well as in any other way agreed by the Parties, which allows to ensure the confidentiality of the transferred information and to confirm the fact of transfer by the Disclosing party and the fact of the receipt by the Receiving Party.

2.2 Upon written request of the Disclosing Party transfer of the Confidential Information may be accompanied by execution of the act of transfer and acceptance of the documents or electronic media, or in case of using other means of transferring of information - by receiving reports on receipt of the Confidential Information by the Receiving Party. The form of the said acts or reports shall be free.

2.3 The Receiving Party at its discretion and subject to reasonable necessity may transfer the Confidential Information to its employees.

2.4 While transferring the Confidential Information the Receiving Party shall specify to its employees the confidential nature of such information and an obligation to provide the appropriate treatment to protect information from unauthorized access by the Third party, including the limited number of persons allowed to work with the Confidential Information, permission to copy documents containing the Confidential Information in the amount necessary to execute their job duties and/or contractual obligations, destruction of made copies when there is no longer a necessity to use them, limit of copying the Confidential Information submitted in electronic form.

2.5 The Receiving Party is liable for acts (omissions) of its employees which got the access to the Confidential Information and caused the Disclosure of the Confidential Information.

2.6 The Receiving Party shall ensure using of the received Confidential Information by its employees only in accordance with this Agreement or for the purposes specified in other agreements or contracts concluded between the Parties and which include the provision on Confidential Information.

2.7 The Receiving Party shall ensure using of the received Confidential Information by its employees only in accordance with this Agreement or for the purposes specified in other agreements or contracts concluded between the Parties and which include the provision on Confidential Information.

2.8 No Disclosure of the Confidential Information is the disclosure by the Parties of the Confidential Information:
A) which shall be disclosed pursuant to the legal requirements of the bodies authorized to demand the disclosure of such information according to the existing legislation applicable to this Agreement or legislation applicable to the activity of the Parties;

B) if the disclosure of the Confidential Information is required in accordance with the court decision made in the course of any judicial proceedings of this court, provided that in this case the Party from whom the Confidential Information will be requested in such way will notify the other Party on that within three working days after receipt of a judicial act;

C) if disclosure of the Confidential Information is necessary for protection of the rights of the Disclosing Party in case of breach of confidentiality by the Receiving Party or for protection of the Receiving Party from the claims of the Disclosing Party.
2.9 Under the written request of the Disclosing Party the Receiving Party shall within 5 (five) working days from the date of receiving of the requirement of the Disclosing Party to return and/or destroy (depending of the requirements of the Disclosing Party) all the documents and their copies, as well as other media and their copies containing the Confidential Information.

2.10 The Receiving Party undertakes to use the Confidential Information only for the purposes related to the analysis of possibility of business relations between Parties.

2.11 The Receiving Party undertakes not to disclose and not to allow the disclosure of the Confidential Information to the Third party.

3 LIABILITY

3.1 The Receiving Party shall be liable for Disclosure of the Confidential Information, as well as for unauthorized use of the Confidential Information in violation of the terms of the Agreement by the Receiving Party (or its employee).

3.2 In case of Disclosure of the Confidential Information or its unauthorized use in violation of the terms of this Agreement, the Disclosing Party has the right to damages (except for loss of profits) caused by the Disclosure of the Confidential Information or its unauthorized use.

4 MISCELLANEOUS

4.1 This Agreement shall enter into force from the time of its signing (by clicking "accept" the Part 1 on the web-page https://algorithmicschool.com/confidentiality-agreement#top and shall remain in force for 10 years after signing of this Agreement.

4.2
This Agreement may be amended only by drafting and sighing by the Parties of the additional agreements which become an integral part of this Agreement after signing.

4.3
All disputes arising out of or in connection with this Agreement including the disputes related to its conclusion, validity, amending and termination shall be resolved by the Arbitration Court of the City of Moscow in accordance with substantive and procedural law of the Russian Federation.

4.4 Preliminary notice on necessity of disclosure of the Confidential Information provided by this Agreement shall be addressed (i) by mail or courier to the address specified in Section 5 of this Agreement and (ii) sent by fax, set out in section 5 of this Agreement. The Parties notify in writing each other about all changes of postal details, fax numbers. Notifications addressed to the old details before notification of their changes are considered to be sent in a proper way.
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