Non-Disclosure Agreement

Disclosing Party: an individual entrepreneur registered under Russian law, operating under the commercial designation ZARYA (hereinafter “ZARYA”). Full registration details are stated in the signature block of the binding agreement executed with the Client.

Receiving Party: ________________________________ (hereinafter the “Client”, “Recipient”).

Together referred to as the “Parties”, have agreed as follows.

For the purposes of evaluating a potential engagement and/or performing a concluded contract, the Parties may disclose Confidential Information to each other. This Agreement establishes the obligations of the Parties with respect to the protection of such information.

“Confidential Information” means any information disclosed by one Party to the other in written, oral, or electronic form that is designated as confidential or that by its nature is reasonably understood to be confidential.

Confidential Information includes, without limitation:

• analytical reports and interim materials;
• methodologies and internal standards of the Agency;
• data relating to subjects of investigations;
• commercial terms of cooperation;
• personal data of employees and clients of the Parties.

Each Party undertakes to:

• keep Confidential Information strictly confidential;
• not disclose it to third parties without the other Party's prior written consent;
• use it solely for the purposes set out in this Agreement;
• restrict access to those individuals who require it for performance of their duties;
• promptly notify the other Party of any unauthorised disclosure.

Confidentiality obligations do not apply to information that:

• becomes publicly available through no fault of the Recipient;
• was known to the Recipient prior to disclosure;
• is received from a third party without breach of any confidentiality obligation;
• is required to be disclosed by order of a competent governmental authority.

This Agreement enters into force upon signature by both Parties and remains in effect for 5 (five) years. Confidentiality obligations with respect to information received during the term of the Agreement survive indefinitely.

In the event of a breach of this Agreement, the defaulting Party shall compensate the other Party for documented losses. Compensation of losses does not release the defaulting Party from its obligations under this Agreement.

This Agreement is governed by applicable law. Disputes shall be resolved through negotiation in the first instance, and if unresolved, by the competent courts.