Non Disclosure Agreement (NDA)

The Non Disclosure Agreement is entered into by and between You (hereaftrer named as "INVENTOR") and Idea Company S.r.l. seated in San Paolo di Jesi (AN) Via Scappia, 28 (hereaftrer named as "IDEA").

GRANTED THAT:

IDEA is an engineering company specialized in the eco-project of brand-new ideas gathered through our network and the web, analysed with LCA method and evaluated through a business plan aiming to bring to the market highly competitive and interesting new product proposal;
IDEA is proposing a business model based on innovation, sustainability, technology and profit, but also on transparency, loyalty and integrity, where the strengths of creators, companies and investors could be united to start business relations and cooperation;
such a renewed transparent and loyal style is the base for IDEA in each phase of its activity, starting from the first contacts and approaches, particularly when it is a matter of evaluating and appraise creative energies and new talents who submit they own ideas through the open channels, particularly the web;
the INVENTOR believes he has developed a new and interesting idea ("Project") consistent with the tecno-ecology IDEA business, and wants to submit it to IDEA to evaluate its potential and to have an help on the developing activity for the defining of a new product or solution, which could foresee also an eventual protection of intellectual property rights (patents, models, brands);
even though the first and rough evaluation is not bending for the two parties IDEA and INVENTOR, it has from the beginning a serious and transparent approach; therefore both IDEA and INVENTOR have the same interest that the information shared with the project submission are subject to a confidential and secrecy system as indicated below.

NOW, THEREFORE, it is mutually agreed as follows:

Definitions
- "Project": is the innovative idea and solution that the INVENTOR believes he has developed and which is sent to IDEA for an evaluation as explained above;
- "Confidential Information": any kind of data, file, drawing, technical data attached to the project and sent today to IDEA through the submission form of the website www.ideacompany.it;
- "Display of interest": is the communication from IDEA to INVENTOR, within the time indicated below, where IDEA expresses a positive evaluation of the project and its interest in developing the Project with the INVENTOR, and to evaluate the feasibility to reach an agreement with him for the project development.
Project Originality
The INVENTOR declares and guarantees to be the exclusive the inventor/author of the Project shown to IDEA, and that the project is not violating any other's property rights.
He also declares that the Project is new so : it has not been the subject for a request of patent or utility model or any other kind of copyright/guardianship to the UIBM; it was not given to third parties nor was produced in a manner and for such as to cancel any property right that could be required in the future.
In case the project is already covered by a property right, it must be declared in the submission form on the website www.ideacompany.it.
Privacy
1. 3.1 “IDEA” commits to:
  - treating Confidential Information as strictly confidential and not to divulge or communicate it to third parties (expect for its employees and cooperators involved in the evaluation of the Project), without a previous written approval from the INVENTOR;
  - using Confidential Information just and only for the Project evaluation, except if the project is evaluated positively and a new agreement is stipulated with the INVENTOR;
  - keeping the received Confidential Information safe and registered without making any copy or duplicate of any document containing Confidential Information.
2. 3.2 The above-mentioned obligation will not be applied in the following instances:
  - whether the Confidential Information are widely available or became widely available in a different way than a malfeasance from IDEA;
  - whether the Confidential Information is already under IDEA's knowledge without any violation of confidentiality obligation;
  - whether the Confidential Information has already been developed independently by third parties and is submitted to IDEA without their knowledge of INVENTOR's information;
  - when the Confidential Information is transferred to any IDEA cooperator, but just if these external cooperators are obliged to keep the secrecy of such information following the terms of this confidentiality agreement.
3. 3.3 Confidential Information will remain of the INVENTOR's property and will not be, without his written approval, copied or duplicated. Neither this agreement nor the planned revelation of Confidential Information nor the revelation of any other information from the INVENTOR to IDEA could be intended to give or transfer to IDEA any INVENTOR's right, interest or patent in a tacit manner or any other way.
Project evaluation and exclusivity
1. 4.1 From the receipt of this agreement, together with any material constituting the project, IDEA will give its evaluation within 30 days (eventually asking for further information to the INVENTOR).
  Within this time IDEA will reply to the INVENTOR's email address declared in the submission form, communicating its eventual display of interest.
  In absence of the display of interest, as if in absence of an agreement between IDEA and INVENTOR on the Project development (after the Display of interest), each party will be released from any commitment toward the other party, except for the obligation stated at point 3.
2. 4.2 In order to allow IDEA to evaluate the project and not to jeopardise its eventual joint development, INVENTOR is committed not to submit the Project to any third party, or patent it, or to make public the project, limited to the period where IDEA has the right to examine it as indicated at point 4.1
  After this term has expired, without the Display of interest, this exclusive obligation is considered ceased.
Display of interest
Whether IDEA gives the INVENTOR its Display of interest, this doesn't determine any commitment between the parties except the one of a loyal negotiation for an eventual agreement for the joint development of the Project.
Various
This contract is ruled by the Italian Law.
The court of Ancona shall have exclusive jurisdiction over any dispute or claim arising from this agreement, or its non-fulfilment, resolution or invalidity.