Reserved Area

Whereas

1. Stucchi owns know-how, technical, commercial and manufacturing information of particular value relating, inter alia, to the design, manufacture and marketing of electrified track systems for lighting, lighting fixtures, aluminium profiles, heat sinks, connectors, lamp holders, starter holders, terminals, and related accessories and equipment;
2. the Receiving Party is interested in receiving certain information solely for the purpose of assessing a possible negotiation, collaboration, supply, consultancy, or other business relationship between the Parties, the “Purpose“;
3. the Parties intend to regulate their respective confidentiality obligations through this agreement, the “Agreement“.

Now, therefore, it is agreed and stipulated as follows.

1. Recitals

   The recitals form an integral and substantial part of this Agreement and are expressly incorporated herein by reference.

2. Definitions

   • Confidential Information: shall mean all information, data, documents, drawings, samples, prototypes, components, specifications, price lists, commercial terms, manufacturing processes, business plans, information regarding customers or suppliers and, in general, any non-public information communicated in any form by Stucchi to the Receiving Party, including orally, visually, in writing or in electronic format.
   • Trade Secrets: shall mean Confidential Information which also constitutes commercial or industrial secrets under the applicable law, including, by way of example, technical know-how, design solutions, formulas, tolerances, processes, tests, prototypes, drawings, samples, components, manufacturing methods and related developments which have an economic value for Stucchi, even if only potential.
   • Ordinary Confidential Information: shall mean Confidential Information other than Trade Secrets.

3. Subject Matter and Purpose

   Stucchi shall communicate to the Receiving Party only such Confidential Information as is reasonably necessary to achieve the Purpose. The Receiving Party may use the Confidential Information solely for the Purpose and, in any case, only to the extent strictly necessary thereto.

4. Confidentiality Obligations and Restricted Use

   The Receiving Party undertakes to:

   1. not disclose, publish or communicate to third parties, directly or indirectly, in whole or in part, the Confidential Information without Stucchi’s prior written consent;
   2. not use, exploit, reproduce or allow the use of the Confidential Information for purposes other than the Purpose;
   3. adopt all technical, organisational and contractual measures reasonably necessary to protect such information;
   4. restrict access thereto only to those persons who have an actual need to know it for the pursuit of the Purpose.

   In any case, the Receiving Party shall be directly liable for the actions of such persons.

5. Exclusions

   The obligations under this Agreement shall not apply to Confidential Information which the Receiving Party proves by documentary evidence:

   1. was already in the public domain at the time of disclosure;
   2. subsequently entered the public domain without breach of this Agreement;
   3. was already lawfully known to the Receiving Party prior to disclosure by Stucchi;
   4. was lawfully received from third parties not bound by confidentiality obligations;
   5. was independently developed.

6. Mandatory Disclosure

   Should the Receiving Party be required to disclose Confidential Information by law, regulation, request of a competent authority, or order of a judicial or administrative authority, it shall, where legally permitted:

   1. inform Stucchi promptly and in writing;
   2. limit disclosure to what is strictly necessary;
   3. cooperate in good faith to enable Stucchi to seek protective or confidentiality measures;
   4. adopt every reasonable measure so that the authority’s handling of the information takes place on a confidential basis.

7. Prohibition of Reverse Engineering

   Unless previously authorised in writing by Stucchi, the Receiving Party may not analyse, observe, study, disassemble, test, decompile or, in any case, subject to reverse engineering any products, samples, prototypes, components, drawings, files, software, models or other materials received from Stucchi or to which it has had access through Stucchi.

8. Intellectual Property – No Licence and No Transfer

   All intellectual and industrial property rights relating to the Confidential Information shall remain the exclusive property of Stucchi. This Agreement does not entail, either expressly or implicitly, any licence, assignment, transfer or grant of rights or otherwise in respect of patents, models, know-how, copyright, trademarks or other intellectual or industrial property rights.

9. Return and Destruction

   Upon Stucchi’s request or, in any case, upon achievement of the Purpose or termination of the Agreement, the Receiving Party shall without delay return all documents, materials and media containing Confidential Information or destroy/delete them from every reasonably accessible physical and digital medium.

   Within 10 (ten) days of Stucchi’s request, the Receiving Party shall provide written confirmation of such return or destruction, including, to the extent reasonably applicable, deletion from systems, archives and digital media.

   Any retention obligations imposed by law shall remain unaffected; in such case, the information shall remain subject to this Confidentiality Agreement for as long as it is retained.

10. Duration of Obligations

    Ordinary Confidential Information shall remain subject to confidentiality for a period of 5 (five) years from the date of execution of the Agreement.

    The confidentiality obligations relating to Trade Secrets shall instead remain effective without time limit and shall cease only when and to the extent that such Trade Secrets lawfully enter the public domain or lose their confidential nature through no fault of the Receiving Party.

11. No Obligation to Enter into a Relationship

    The disclosure of Confidential Information shall not oblige the Parties to enter into contracts or further agreements, nor to continue negotiations or commercial relationships.

12. Remedies

    The Receiving Party acknowledges that any breach of the Agreement may cause serious harm to Stucchi that may not be easily remedied, without prejudice, in addition to damages, to all interim and injunctive remedies provided by law which Stucchi may invoke.

13. Governing Law, Jurisdiction and Venue

    This Agreement shall be governed exclusively by Italian law. Any dispute relating to the validity, interpretation, performance or breach of the Agreement shall be subject to the exclusive jurisdiction of the Court of Milan, without prejudice to Stucchi’s right to seek urgent interim measures before any competent authority, including non-Italian authorities.

14. Prevailing Version and Final Provisions

    In the event of any conflict between the Italian text and the English text, the Italian text shall prevail. This Agreement replaces any prior written or oral understanding concerning the same subject matter. Any amendments must be made in writing and signed by both parties. Any transmission of confidential material between the Parties shall be governed by this Agreement.