CONFIDENTIAL

CONFIDENTIALITY AGREEMENT

BETWEEN:
DanTrade BV, a company organized under the laws of the Netherlands, with registered office at
Schiphol Boulevard 105, 1118 BG Schiphol Airport, The Netherlands, acting in its own name and in
the name and on behalf of DANONE affiliates, duly represented by [] as [].
Hereafter referred to as DanTrade or Danone

AND

[supplier], a company registered under number [***], whose registered office is at [***], acting on its
behalf and on that of its Affiliates, represented by [***]
Hereafter referred to as Supplier
Hereinafter each referred to as the Party and collectively as the Parties.

WHEREAS
Danone is a world-wide leader active in four divisions (Fresh Dairy Products, Waters, Early Life
Nutrition and Medical Nutrition), each being known as the World-Wide Business Unit (Or WWBU)
and structured by region or zone. In furtherance of its development objectives, Danone needs highquality services in the area of [] on a worldwide scale.
DanTrade is an affiliate of Danone in charge of global Sourcing and Supplier Development (SSD) in
the direct purchases categories of the fresh dairy products division, and in the indirect purchases
categories for all Danones divisions.
Supplier is a professional company specialized and experienced in [].
In the framework of the Relationship (as defined below) between DanTrade and Supplier, each Party
is led to communicate to the other Party Confidential Information (as defined below).
Therefore the Parties have agreed to exchange Confidential Information in accordance with the terms
of this confidentiality agreement (the Agreement).

THEREFORE THE PARTIES HAVE AGREED TO THE FOLLOWING:

ARTICLE 1 - DEFINITIONS
In this Agreement:
1.1 Relationship: shall mean the current business relationship between the Parties regarding their
discussions on potential projects and other mutual business opportunities. The business
relationship includes meetings, telephone calls, correspondence (including email
correspondence), contract negotiations, visits to either Partys sites, and any future development
to this relationship.

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1.2 The Discloser: shall mean the Party and/or its Affiliates who communicate Confidential
Information.
1.3 The Recipient: shall mean the Party and/or its Affiliates who receive Confidential Information.
1.4 Affiliate: shall mean a company or any other corporate entity which directly or indirectly, (i)
controls or is controlled by a Party; or (ii) which is controlled by a company or any other corporate
entity which controls, directly or indirectly, a Party, where control shall mean the ownership of more
than 50% of the capital or the voting shares of the company or entity concerned. Affiliate shall not be
construed as a third party in the purpose of this Agreement.
1.5 Confidential Information:
(i)

All communications (oral, written, electronic or otherwise), information and materials

(howsoever recorded whether written, typed, photographed, electronic, digitised, encrypted or
otherwise) and in whatever medium (paper, magnetic tape, electronic record, computer disk or
drive or otherwise, and whether written or in an electronic or digital file format or other form),
of any kind (technical, scientific, R&D, commercial, marketing, industrial, financial or other
kind) belonging to a Party or to any of its Affiliates, communicated to the other Party or which
the other Party may otherwise obtain during the course of the Relationship, including (without
limitation):
-

Information about Danone, its Affiliates, its products and its business, its contractors,
customers and suppliers;

Projects, contracts, arrangements and undertakings with/to any third party;

Trade secrets, know-how, techniques, ideas, intellectual property, and business

processes;

Business plans and financial statements (whether draft or otherwise);

Entity structure and organization, and entity governance;

Financial, technical and commercial plans, projections, budgets, markets and marketing
plans;

Computer servers and network (including intranet and local area networks);

Specifications.

Confidential Information also includes all delivered or received information or material marked
as confidential.
(ii)

However, are not considered to be Confidential Information, the information that the Recipient
can prove that it:
-

Was in the public domain at the time of its communication or which has come into the
public domain at a later time without fault of the Recipient (in which case such information
shall not be treated as non confidential before the date on which it has come into the
public domain); or

Was already in possession of the Recipient (without any fault from the Recipient) on the
date of its communication by the Discloser; or

Was lawfully obtained from a third party who was entitled in good faith to make such
communication without being bound by any confidentiality obligation.

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ARTICLE 2 PURPOSE OF THE AGREEMENT

The purpose of this Agreement is to ensure the confidentiality of the Confidential Information
exchanged between the Parties (including their Affiliates) in the context of, or in connection with, the
Relationship.

ARTICLE 3 - COMMITMENTS
3.1 The Recipient acknowledges that Confidential Information communicated by the Discloser is the
exclusive property of the Discloser.
The Recipient acknowledges that any breach of these provisions could cause considerable industrial,
commercial or financial damage to the Discloser.
3.2. The Recipient undertakes, throughout the term of the Agreement, to preserve the confidentiality of
the Confidential Information and to take the same precautions that the Recipient would take himself
concerning its own Confidential Information of the same type, and in particular:
-

Not to disclose, distribute, reproduce and publish or communicate Confidential Information, in

whole or in part, directly or indirectly, to any third party;

To communicate Confidential Information only to those of its employees and collaborators who
need to know that information in order to perform the Agreement and who agree to abide by
confidentiality terms at least as comprehensive as those set forth herein, it being specified that the
Recipient will be liable to the Discloser if any such employees and collaborators are in breach of
such confidentiality undertaking;

To protect the Confidential Information against all unauthorised reproduction, use and disclosure,
and against theft;

Not to use Confidential Information for any purpose other than that of the Agreement, without the
Disclosers prior written consent; and

Not to claim (and to order its staff not to claim) any industrial, intellectual, literary or commercial
property rights on Confidential Information, without the Disclosers prior written consent.

ARTICLE 4 LIMITATIONS
The Discloser does not grant to the Recipient any right of use or licence over Confidential Information.
This Agreement does not create any obligation on either Party to enter into any agreement or
contractual arrangement with the other Party during the course, or as a result, of the Relationship.

ARTICLE 5 - RETURNS
The Recipient undertakes, at the Disclosers first demand, within thirty (30) days from such request:
-

To return all Confidential Information provided to it by the Discloser on a tangible medium without
keeping any copy thereof. Exceptionally and subject to prior notification to the Discloser, the
Recipient may keep a copy of those documents for his legal files or at the office of its legal
adviser only to use it in a judicial procedure;

To destroy all reproductions, analyses, notes, studies prepared by him, that contain Confidential
Information of the Discloser;

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To the extent technically possible, expunge any Confidential Information relating to the Discloser
from any computer and word process.

ARTICLE 6 - CONFIDENTIALITY OF THE AGREEMENT

The existence and the terms of the Agreement are strictly confidential, as well as the existence of the
Relationship and the discussions relating to the Relationship. Accordingly, each Party undertakes,
throughout the term of the Agreement, not to disclose to any third party (i) the existence or the terms
of this Agreement, (ii) the existence or the contents of the Relationship, or (iii) the term or termination
of the Agreement or of the Relationship, except with the prior written consent of the other Party.

ARTICLE 7 - TERM
This Agreement shall be effective as from the date on which it has been signed by both Parties or the
date on which any Confidential Information was first disclosed to the Recipient - whichever is earlier and shall remain in force during a period of ten (10) years from its effective date.
ARTICLE 8 ENTIRE AGREEMENT
This Agreement represents the entirety of the agreement between the Parties regarding its purpose.
The Agreement supersedes and terminates all previous agreements, negotiations and discussions
between the Parties regarding that purpose.
ARTICLE 9 AMENDMENT AND WAIVER
This Agreement may be amended only by way of a written amendment signed by both Parties. No
act or omission of either Party shall amount to a waiver of any provision under the Agreement and
any waiver of any provision under the Agreement must be made in writing.
ARTICLE 10 ASSIGNMENT
This Agreement cannot be assigned or transferred (in part or in whole) by either Party to any third
party, without the previous written consent of the other Party.
ARTICLE 11 NON-SOLICITATION
Supplier shall not solicit, recruit, hire or otherwise employ or retain, directly or indirectly (including
through any company which controls it or which it controls), a person employed by Danone (or a
Danone Affiliate) who is or has been involved in the negotiations and/or the performance of the
Agreement and/or the Relationship, in whole or in part, even if Supplier is contacted for that purpose
by the employee concerned.
ARTICLE 12 APPLICABLE LAW
The Agreement is governed by Dutch law.

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Signed in two originals

DanTrade
represented by

[supplier]
represented by:

Date:

Date: