[Seite 1]
Confidentiality Declaration RFQ: Code number: 425.2026.9347669/ Page 1 of 4 CONFIDENTIALTY DECLARATION
By
having its principal place of business at ,
hereinafter referred to as “Recipient”
Towards
"Deutsches Zentrum für Luft- und Raumfahrt e.V." (DLR), a registered non-profit association organised under the laws of the Federal Republic of Germany, whose registered office is at Cologne, Germany, with address at Linder Höhe, 51147 Köln, Germany,
- hereinafter referred to as “DLR” -
Preamble
Due to a procurement requisition, DLR is conducting a tender process (Code number: 425.2026.9347669). In this regard, Recipient wishes to submit offers, the preparation of which requires obtaining confidential information as to Catenary systems for high throughput P8.3 from DLR or sharing them otherwise (hereinafter “PURPOSE”).
As contracting authority, DLR is subject to public procurement law. Thus, in the event DLR receives any confidential information of Recipient, the statutory obligation of confidentially arising out of Section 5 of the Ordinance on the Award of Public Contracts (Verordnung über die Vergabe öffentlicher Aufträge, VgV) respectively Section 3 of the Rules of Procedure Governing Supply and Service Contracts Below the EU Thresholds (Verfahrensordnung für die Vergabe öffentlicher Liefer- und Dienstleistungsaufträge unterhalb der EU-Schwellenwerte, UVgO) applies for DLR.
To ensure confidential treatment and restrictive use of DLR’s confidential information, the Recipient hereby declares, acknowledging receipt and sufficiency of good and valuable consideration, the following:
The Recipient is aware that no right for any subsequent conclusion of contract derives from the submission of offers, even if these include confidential information under this Confidentiality Declaration. Any selection of a contracting party is governed by the provisions of public procurement law.
- Definition and Designation of Confidential Information
[Seite 2]
Confidentiality Declaration RFQ: Code number: 425.2026.9347669/ Page 2 of 4 1.1. For the purposes of this Confidentiality Declaration “Confidential Information” means any and all information marked as “Confidential” and related to the PURPOSE as defined above and received by Recipient prior to or during the term of this Confidentiality Declaration.
1.2. Information that is unfit for such designation must be declared as “Confidential” at the time of disclosure and subsequently summarized in text form within a period of 30 (thirty) days following its disclosure, marked as “Confidential” and transmitted to Recipient. Such information shall be covered by the protection hereunder already during the aforementioned thirty-days’ period.
- Obligations of Recipient
With regard to all Confidential Information Recipient hereby undertakes the following:
2.1. to use the Confidential Information exclusively for the PURPOSE;
2.2. to ensure that only those of Recipient’s internal staff have access to Confidential Information who need to know the Confidential Information to carry out the PURPOSE, and provided that such persons are bound by adequate non-use and confidential obligations that remain in effect, to the extent permitted by law, even after any end of their employment relationship with Recipient;
2.3. not to disclose the Confidential Information to any third party, including legal entities controlling Recipient or controlled by Recipient;
2.4. not to copy or reproduce any Confidential Information without the prior written consent of DLR unless it is necessary for the PURPOSE;
2.5. not to reverse engineer, disassemble or decompile any Confidential Information without DLR’s explicit prior written consent, unless strictly and demonstrably necessary for the PURPOSE;
2.6. to return upon DLR’s demand all Confidential Information received by or made accessible to Recipient including all copies thereof and to delete all Confidential Information stored in a machine readable form. In the event that the return or deletion of the Confidential Information is not feasible due to technical or mandatory legal reasons, such Confidential Information shall continuously be protected under this Confidentiality Declaration unless this Confidentiality Declaration contradicts any legal order;
2.7. to use the same degree of care as Recipient uses for its own confidential information, however, no case less than reasonable care.
Recipient is responsible for the fulfilment of all aforementioned obligations on the part of its employees.
- Exceptions to Confidentiality Obligations
[Seite 3]
Confidentiality Declaration RFQ: Code number: 425.2026.9347669/ Page 3 of 4 Recipient’s obligations arising out of this Confidentiality Declaration are not applicable to Confidential Information that – without breach of this Confidentiality Declaration on the part of Recipient –
3.1. is in the public domain at the time of disclosure or thereafter becomes public without Recipient’s participation or fault,
3.2. becomes known to Recipient through an authorized third party not subject to confidentiality obligations,
3.3. is, at any time, developed independently by Recipient’s employees who have had no access to DLR’s Confidential Information,
3.4. is disclosed to comply with a legal duty and/or in the process of a court or official administrative procedure to which Recipient is subject, provided that DLR is given prior written warning of such disclosure and Recipient uses all reasonable endeavours to minimise such disclosure to the extent necessary to comply with any such duty implied by law, a court or public authority.
Burden of proof for the existence of any of the aforementioned exemptions lies with the Recipient who seeks to rely on it.
- No Proprietary or Use Rights
All Confidential Information shall remain the exclusive property of DLR. No license or any rights are granted or implied hereunder. Recipient is not allowed to file for any proprietary and/or intellectual property right protection with respect to the Confidential Information or otherwise exploit the Confidential Information. Recipient may not, by having access to the Confidential Information hereunder, claim infringement of novelty status, and use of the Confidential Information shall not establish any right to prior use under any national or foreign law.
- No Warranty, No Liability
5.1. Confidential Information is made available “as is”. DLR assumes not liability whatsoever as to, but without limitation thereto, quality, fitness, accuracy, completeness or correctness of the Confidential Information.
5.2. DLR does not warrant that the disclosed Confidential Information does not infringe any third party rights and assumes no liability whatsoever in this respect.
- No Additional Agreements, Governing Law, Term
6.1. No additional agreements with respect to the subject matter hereof are made. Any waiver, amendment or modification can only be effected by mutual agreement between DLR and Recipient and become valid only if and when declared at least in the electronical form and signed by both, DLR and Recipient via electronical signature.
[Seite 4]
Confidentiality Declaration RFQ: Code number: 425.2026.9347669/ Page 4 of 4 6.2. This Confidentiality Declaration shall be exclusively governed by and construed in accordance with the laws of the Federal Republic of Germany, to the exclusion of its choice of law provisions.
6.3. This Confidentiality Declaration shall be effective as of the date of signature as written below and shall expire 1 (one) year thereafter. The obligations resulting from this Confidentiality Declaration shall survive the term of this Confidentiality Declaration for a period of 5 (five) years. For clarification purposes it is stated that this Confidentiality Declaration is only applicable for the PURPOSE as defined herein. Provisions as to confidentiality regarding any future delivery or service relationship between Recipient and DLR are to be agreed to separately.
6.4. This Declaration may be executed by electronical signature. The executed Declaration may be transferred via electronical means, including email.
IN WITNESS WHEREOF the undersigned, being duly authorized to this effect, has/have signed this Confidentiality Declaration:
For and on behalf of company:
Date:
Signature: ____________________
Typed Name: ____________________
Function: ____________________
Date:
Signature: ____________________
Typed Name: ____________________
Function: ____________________