By this private instrument and in the best form at law:
Ecoo.digital, represented pursuant to its Bylaws, Policies at https://ecoo.digital/politicas/, and Privacy Terms at https://ecoo.digital/termos-de-privacidade/, hereinafter referred to as “NDA — Non-Disclosure Agreement (Acordo de Confidencialidade)”; and, on the other side, the company whose corporate name and data are informed on Ecoo.digital’s official pages such as https://ecoo.digital and subdomains (where “subdomains ” may be replaced by any other commercial web address organized and/or managed by Ecoo.digital), and whose data may be submitted via web forms, telephone, Meta/Google properties and similar platforms/apps/tools from other companies, to be gathered, captured and processed by Ecoo.digital in accordance with its adherence to the LGPD (Brazilian General Data Protection Law), hereinafter referred to as “Company.”
Ecoo.digital and the Company shall be jointly referred to as the “Parties” and individually as a “Party.” Any person or entity directly or indirectly related to either Party, including subsidiaries, affiliates, parents, or group companies, shall be referred to as “Affiliate(s).”
WHEREAS:
The Parties are initiating discussions that imply the exchange of information with the other Party (the “Receiving Party”) for the purposes of analyzing and negotiating a potential commercial relationship between the Parties (the “Purpose”), and therefore, the Disclosing Party will provide confidential information to the Receiving Party;
It is in the interest of both Disclosing and Receiving Parties that all information exchanges be conducted under strict confidentiality;
At this initial stage, the Disclosing Party needs to provide the Receiving Party with confidential information that must remain exclusively within the relationship now beginning between the signatories;
NOW, THEREFORE, the Parties agree to enter into this NON-DISCLOSURE AGREEMENT, under the following terms and conditions:
1.1. The Parties agree that all Confidential Information shall be kept by the Receiving Party in a secure place, with access limited only to employees, consultants, or agents of the Receiving Party or its Affiliates who require such information for the Purpose of this Agreement. The Receiving Party shall be responsible for ensuring confidentiality by such persons and shall obtain a written commitment to the terms of this Agreement from its consultants, agents, and Affiliates. No additional formalities are required with respect to the Receiving Party’s own employees, as the Receiving Party is directly responsible for maintaining their confidentiality obligations.
1.2. The Receiving Party undertakes, regardless of any future service agreement and/or purchase/supply of products being executed, to maintain absolute confidentiality over any and all information obtained, including but not limited to business structure, internal procedures, technologies, formulas, manufacturing processes, product and service know-how, trade secrets, industrial/manufacturing secrets, documents of any origin, projects, and/or software developed. Such information shall not, under any circumstances, be released and/or disclosed to third parties not identified in the preamble of this document. The Receiving Party acknowledges that such information is the exclusive property of the Disclosing Party.
1.3. In case of breach of the foregoing, the Receiving Party unconditionally acknowledges that a violation of a strict obligation has occurred and shall be liable to indemnify the Disclosing Party for the direct losses and damages arising therefrom, without prejudice to any applicable criminal liability.
Paragraph 1. For purposes of this Agreement, “Confidential Information” means all information of a technical, commercial, industrial, financial, business, legal, and/or any other nature pertaining to the Disclosing Party.
Paragraph 2. Confidential Information includes, without limitation:
Services, works, projects carried out or in progress by the Disclosing Party, including temporary/definitive research lines, theses, strategies, studies, conclusions, methods, processes, procedures, analyses, techniques, and/or audits used;
Computer programs of any nature and/or form, at any stage of development, including programs, modules, routines, subroutines, procedures, algorithms, design concepts, project specifications (notes, annotations, documentation, flowcharts, coding forms and/or others), source code, object code, loaders, programming, patches, and/or systems/process designs;
Programs and/or general releases prior to any disclosure, including the nature of the program, production data, technical data, engineering data, test data/results, conditions and/or details of research and/or product/service development, information regarding the acquisition, protection, enforcement and/or licensing of proprietary/exclusive rights, including trademarks, patents, copyrights, as well as industrial and/or trade secrets;
Data concerning employees, representatives, and agents of the Disclosing Party, as well as distributors and suppliers, and financial information such as balance sheets, revenues, salaries, budgets, costs, financial planning, internal services and/or operating manuals, procedures, guidelines, internal policies and market conduct, and methods and/or ways of conducting the Disclosing Party’s business;
Sales and/or marketing plans/strategies, sales volumes, pricing data, margins, costs, billing standards, budgets, commercialization techniques, methods for obtaining new business, forecasts, future plans, and potential strategies of the Disclosing Party discussed between the Parties, as well as information related to production, manufacturing, labeling, packaging, specifications, and/or product formulations.
Paragraph 3. The following shall not be deemed Confidential Information:
Information that is or becomes publicly available without breach of any confidentiality obligation by the Receiving Party;
Information that was or is lawfully obtained by the Receiving Party from third parties, provided there has been no violation of confidentiality obligations by the Receiving Party.
2.1. By virtue of this Agreement, the Receiving Party is responsible for maintaining the confidentiality of the information entrusted by the Disclosing Party, acknowledging that such obligation—and any liabilities arising from its breach—shall remain in effect throughout the term hereof.
2.2. The Receiving Party undertakes to return to the Disclosing Party all and any documents in its possession, whether in printed form and/or stored on magnetic/electronic media.
2.3. The Parties agree to exercise the same degree of care to protect the Confidential Information as they use to protect their own confidential information.
2.4. If either Party is required by law or order of an authority to disclose the Confidential Information, such Party agrees to limit the disclosure to what is strictly necessary to comply with such legal or official demand and shall promptly notify the other Party of the information provided.
2.5. The Receiving Party warrants that it will not use for the benefit of third parties any trade secrets and/or information of the Disclosing Party and that it will not, under any circumstances, infringe the intellectual and/or industrial property rights of the Disclosing Party and/or third parties.
3.1. This Non-Disclosure Agreement shall become effective on the date when data is captured through the channels indicated in the preamble of this Agreement and shall remain in force:
until the date of signature of a separate services agreement that contains a specific confidentiality clause; or
in the event no services agreement is executed, for ten (10) years from the date of acceptance/signature of this instrument.
4.1. The Parties acknowledge that any breach of this Non-Disclosure Agreement may cause irreparable harm to the Disclosing Party.
4.2. The Disclosing Party may seek appropriate judicial remedies to stop any threat or violation of any vested right to which it is entitled.
4.3. The Parties declare that they are not subject to restrictions, impediments, or economic sanctions imposed by any governmental, national, or international entities for acts against public administration. They further declare that they are not listed in the CEIS (Cadastro de Empresas Inidôneas e Suspensas) or the CNEP (Cadastro Nacional de Empresas Punidas), and that they are not named or acting, directly or indirectly, by or on behalf of any person, group, entity, or nation classified by the U.S. Department of the Treasury as a terrorist, as designated in the Specially Designated Nationals and Blocked Persons List, nor any other banned or blocked person, entity, nation, or transaction under any law, order, rule, or regulation applied or administered by OFAC.
4.4. The Parties acknowledge the existence of Ecoo.digital’s Code of Ethics and Conduct. Any reportable act or omission by Ecoo.digital’s representatives may be reported through the designated channels: the referenced Ethics and Conduct Portal, as well as via e-mail at lgpd@ecoo.digital.
4.5. The Parties undertake to comply with Law No. 13.709/2018 (LGPD — Brazilian General Data Protection Law) upon its effective date, as well as all applicable privacy and data protection legislation, including the Federal Constitution, the Consumer Defense Code, the Civil Code, the Marco Civil da Internet (Law No. 12.965/2014), its regulatory decree (Decree 8.771/2016), and other sectoral or general rules on the subject.
4.6. Pursuant to Provisional Measure 2.200-2 (http://www.planalto.gov.br/ccivil_03/mpv/antigas_2001/2200-2.htm), dated August 24, 2010, the Parties acknowledge as valid and agree to use any and all means of electronic assent to the terms agreed herein and in the future, even if not using a digital certificate under the ICP-Brasil standard. Such electronic formalization shall grant full validity and binding effect to this instrument.
4.7. This instrument binds the Parties and their successors, regardless of the form of succession, with respect to all rights and obligations herein.
4.8. This Non-Disclosure Agreement shall be governed by the laws of Brazil, and the Parties elect the Forum of the Judicial District of Itajaí/SC as the venue, with express waiver of any other, however privileged, to resolve any doubts or controversies arising from this instrument.
4.9. This NDA — Non-Disclosure Agreement / Acordo de Confidencialidade may be amended, adjusted, and/or supplemented at any time, without prior notice to the Party or Parties, and shall be available online at https://ecoo.digital/nda-acordo-confidencialidade.
By clicking “I accept the terms of the NDA — Non-Disclosure Agreement” at the time of submitting information, or by replying “I accept” through the Company’s communication channels in response to the question “Do you accept the terms of the NDA — Non-Disclosure Agreement?”, the Parties hereby acknowledge, accept, and agree to this Agreement in full.
