MUTUAL NON-DISCLOSURE AGREEMENT
By clicking the "I Agree" button, you as a participant in the Nokia Developer Programs (hereinafter
referred to as the "Program") and user of the web site(s) and services relating to the Program
agree to be bound by the obligations set forth in this Non-Disclosure Agreement for the Program
(hereinafter referred to as "Agreement") and undertake to comply with the Agreement. If you do
not agree to this Agreement, you should click the "Decline" button.
This Agreement is entered as of the time of clicking the "I Agree" button below (the "Effective
Date") by and between:
(1) Nokia Corporation, represented through its Nokia Developer business unit, a corporation
validly organised and existing under the laws of Finland having its principal place of business at
Keilalahdentie 4, FIN-02150 Espoo, Finland including its Affiliates (hereinafter "Nokia"), and
(2) you, as the account owner of the Nokia Developer Programs’ Premium Account AID-
0000060870 (either an individual, a company or other entity, hereinafter referred to as the "User")
identified as set forth in the preceding registration page/identified previously as the stage when
accepted as Nokia Developer Program member.
1. The Scope of the Agreement:
(A) For the purpose of (i) the User developing its solutions and applications (hereinafter "Product”)
using the information, services and resources that (a) may be available from Nokia based on or as
a consequence of the User being a member in the Nokia Developer community and (b) Nokia has
intended to be used for this purpose as can be reasonably judged from the relevant
circumstances; and (ii) for the purpose of Nokia Developer, together with business groups of
Nokia, evaluating the feasibility of possible business relationship between the User and business
groups of Nokia; and (iii) for the purpose of the possible business relationship relating solely to
Product, which could be a consequence of said evaluation (hereinafter "Purpose"),
(B) the parties may, in conjunction with the aforesaid and for their mutual benefit, disclose to each
other technical and/or commercial information relating to their respective businesses, facilities,
products, techniques and processes in form of oral disclosure, demonstration, device, apparatus,
model, sample of any kind, computer program, magnetic medium, document, specification, circuit
diagram, or drawing (including but not limited to information of a general nature or information not
necessarily in the form as applied to wireless telecommunications systems) and visual observation
of the aforesaid which information is proprietary to the disclosing party or to its Affiliates
(hereinafter "Information") and the parties are willing to undertake to restrict the use and further
disclosure of the Information.
(C) For the avoidance of any possible doubt, with respect to (A) (iii) above, this Agreement covers
only the exchange of Information relating to the Product originally presented to Nokia under the
Nokia Developer community cooperation. If a Product is being productized for Nokia the related
co-operation shall be subject to separate agreements, including but not limited to a separate non-
disclosure agreement between the User and such involved business group of Nokia.
2. Each party (hereinafter "Receiving Party") shall keep all Information received from the other
party (hereinafter "Disclosing Party") in whatever form as strictly confidential and shall not disclose
it to third parties without the prior written permission of the Disclosing Party.
3. The Information received hereunder shall not be used for any purpose other than the above
mentioned Purpose without the prior written permission of the Disclosing Party.
4. The User recognizes that Nokia is part of an organization of multiple legal entities in several
jurisdictions and that it may be necessary for Nokia to provide Information to its Affiliates (as
defined below). For this purpose, User agrees (both as the Disclosing Party and as the Receiving
Party hereunder) that
(a) Nokia may disclose Information to its Affiliates but only to the extent that such Affiliate has a
need to know for the purpose of carrying out the Purpose; and
(b) disclosure by or to an Affiliate of Nokia shall be deemed to be a disclosure by or to Nokia, as
applicable; and
(c) Nokia shall be responsible for the observance and proper performance by all of its Affiliates of
the terms and conditions of this Agreement; and
(d) Nokia may disclose Information to its subcontractors but only to the extent that such
subcontractor has a need to know for the purpose of carrying out the Purpose and provided that
such subcontractor accepts confidentiality obligations similar to those contained in this Agreement.
For the purpose of this Agreement "Affiliate" shall mean Nokia Corporation, and any company
which, and as long as at least fifty per cent (50%) of the outstanding shares or securities
(representing the right to vote for the election of directors or other managing authority) are, now or
hereafter, directly or indirectly owned by Nokia Corporation.
5. Subject to the foregoing Nokia shall restrict access to Information received from User to only
those of its employees to whom such access is necessary for carrying out the Purpose and advise
such employees of the obligations assumed herein. Subject to the foregoing User shall restrict
access to Information received from Nokia to only those of its employees, as appropriate, to whom
such access is necessary for carrying out the Purpose and who are listedin User’s premium
Account AID-blahblahblah profile page as account users and User shall advise such employees of
the obligations assumed herein.
6. The Receiving Party shall in no event use a lower degree of care in safeguarding the Disclosing
Party's Information than it uses for its own information of like sensitivity and importance and upon
discovery of any unauthorised disclosure of Information the Receiving Party shall use its best
endeavours to prevent any further disclosure or unauthorised use thereof. In case of discovery of
unauthorised disclosure the Receiving Party shall notify the Disclosing Party without any delay.
7. The foregoing obligations shall not apply to any Information which
(a) is publicly available at the time of disclosure or later becomes publicly available through no
fault of the Receiving Party; or
(b) was known to the Receiving Party prior to disclosure by the Disclosing Party; or
(c) is disclosed to the Receiving Party by a third party who did not obtain such Information, directly
or indirectly, from the Disclosing Party under confidentiality obligations; or
(d) was independently developed without use or reference to Information by the Receiving Party;
or
(e) is disclosed by Receiving Party in accordance with a judicial or other governmental order
provided that the Receiving Party, subject to what is permitted under the applicable law, either (i)
gives the Disclosing Party reasonable notice prior to such disclosure to allow the Disclosing Party
a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains a written
assurance from the competent judicial or governmental entity that it will afford Information the
highest level of protection afforded under the applicable law or regulation.
8. This Agreement shall govern the communications relating to Information between the parties
hereto during the period of three (3) years from the Effective Date of this Agreement or until such
time as the this Agreement is superseded by a subsequent agreement between the parties hereto
expressly covering also the activities related to the Nokia Developer, whichever is earlier. The
obligations set forth in this Agreement shall bind the parties for a period of five (5) years from the
date of disclosure of Information and such obligations shall survive the termination or earlier
expiration of this Agreement.
9. User recognizes that Nokia may be developing or evaluating similar ideas without using the
information disclosed under this Agreement.
10. Neither this Agreement nor disclosure or receipt of Information shall constitute or imply any
promise or intention to make any purchase of products or services by either party hereto or any
commitment by either party hereto with respect to the present or future marketing of any product
or service or any promise or intention to enter into any other business arrangement.
11. No license to a party hereto, under any trademark, patent, copyright or any other intellectual
property right, is either granted or implied by the conveying of Information to such party. None of
the Information which may be disclosed or exchanged by the parties shall constitute any
representation, warranty, assurance, guarantee or other inducement by either party to the other of
any kind, and, in particular, with respect to the non-infringement of trade marks, patents,
copyrights or any other intellectual property rights, or other rights of third parties.
12. All material embodying Information or relevant or related thereto whether or not supplied by
the Disclosing Party, including all copies of any kind, shall be returned or destroyed upon written
request of the Disclosing Party.
13. The Receiving Party shall adhere to any relevant export control laws and regulations with
respect to the Information or products received from the Disclosing Party.
14. It is explicitly agreed hereunder, that none of the parties shall make any publicity on, press
release of or reference to this Agreement, the other party or the co-operation between the parties.
15. This Agreement shall be construed and interpreted in accordance with the laws of Finland,
excluding its rules for choice of law.
16. In case the User is a company or other entity the following shall apply: any disputes relating to
or arising in connection with this Agreement shall be finally settled in arbitration by one (1)
arbitrator. The arbitrator is to be appointed by the Arbitration Committee of the Central Chamber of
Commerce of Finland and the rules of the said Committee are to be followed in the arbitration. The
award shall be final and binding and enforceable in any court of competent jurisdiction. The
arbitration shall be held in Helsinki, Finland, in English language.
In case the User is an individual the following shall apply: any disputes relating to or arising in
connection with this NDA shall be finally settled in public courts in Helsinki, Finland, in the English
language.
17. The parties agree that all arbitral or trial proceedings conducted with reference to this clause
shall be kept strictly confidential and all information disclosed in the course of such proceeding
shall be used solely for the purpose of those proceedings.
Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit the parties'
rights to seek interim injunctive relief or to enforce an arbitration award in any court of law.
18. Certificate of Authority
In case you are a representative of the company or other entity, you certify that you have the
authority to represent such company or other entity agreeing to the terms and conditions of this
agreement and that any User information provided is true and correct.
IN WITNESS WHEREOF, this Agreement shall be duly executed by the parties pursuant to the
User's on-line acceptance of these terms and conditions, which shall be deemed to occur upon
your clicking the "I Agree" button below.