NDA - NON-DISCLOSURE AGREEMENT

Proceeding with the consumption and/or fruition of the information and/or any material provided and/or shared, is explicit consent to the completeness of this NDA.

This Non-Disclosure Agreement ("Agreement") is between 

Roberto Scaramuzza (from now on "Disclosing Party") 

and

• SFI (SFI Superman Foam Industry Co Ltd - 0105547025851) + SAC (Superman All Co., Ltd. - 50115556017335) (from now on "Receiving Party").

• 
  

WHEREAS, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party for the purpose of

“interview with Superman Foam Industry - Sales Director”;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. Definition of Confidential Information: 

   • "Confidential Information" shall mean any and all information, whether commercial, financial, technical, operational, strategic, or otherwise, disclosed by the Disclosing Party to the Receiving Party, 

   • directly or indirectly, 

   • in writing, orally, visually, electronically, or by any other means, 

   • including but not limited to, 

     • trade secrets, business plans, financial data, customer lists, marketing strategies, product specifications, designs, software, algorithms, data, processes, ideas, concepts, know-how, and/or any other information related to Receiving Party’'s customers and/or projects and/or strategies and/or business plans and/or internal operations. 

   • All information received will be treated with maximum confidentiality.

2. Obligations: The Receiving Party agrees to:

   • Use the Confidential Information solely for the purpose stated above.

   • Not disclose, publish, or disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party.

   • Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

   • Limit access of Confidential Information exclusively only to its Top Management.

3. Non-use of Confidential Information: 

   • The Receiving Party hereby agrees that, during the term of this Agreement and for a period of two (2) years thereafter, it shall not directly and/or indirectly, via third parties and/or otherwise, use the Confidential Information  for any purpose related to the subject matter of the discussions and/or any competitive and/or strategic and/or business related matter, without the express prior written consent of the Disclosing Party.

4. Ownership of Produced Material: 

   • All the material produced by the Disclosing Party  for the presentation and/or studies and/or proposal and/or strategies and/or business plan and/or any other business related use, in relation to the discussions under this Agreement shall be the sole property of the author (the Disclosing Party).

5. Transfer of Material: 

   • All the above-mentioned material could be transferred to the Receiving Party only in case of hiring the author (the Disclosing Party) as a direct employee of the Receiving Party.

6. Transfer of Intellectual Property (IP) and Rights: 

   • The transfer of the Intellectual Property (IP) and/or Know-How and/or the Rights to Use the produced material and/or information and/or any other Confidential Information from the Disclosing Party to the Receiving Party shall occur only after the positive subscription of employment contract (*) and/or completion of a probation period, as defined in the employment agreement between the parties. 

   • Until such positive completion, the IP and rights to use the material shall remain with the author.

7. Return and/or Destruction of Confidential Information: 

   • Upon the Disclosing Party's request, or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information (and all copies thereof) received from the Disclosing Party and certify in writing to the Disclosing Party that all such Confidential Information has been returned or destroyed.

8. Term and Survival: 

   • This Agreement shall commence on the date first written above and shall remain in effect for a period of two (2) years from the date of disclosure of the last Confidential Information. 

   • Notwithstanding the foregoing, the obligations of confidentiality and/or non-use with respect to Confidential Information shall survive the termination or expiration of this Agreement indefinitely.

9. Governing Law: 

   • This Agreement shall be governed by and construed in accordance with the Laws and the Courts of Law of the Kingdom of Thailand.