Acuerdo de confidencialidad

In order to guarantee the confidentiality of all works carried out by Translator through the Blarlo platform, Translator must accept this confidentiality agreement, which guarantees certain levels of confidence between the parties.


Non-disclosure agreement.

This non-disclosure agreement (“Non-disclosure Agreement”) will take effect on the date it is electronically accepted (“Effective Date”) when registering as Translator. Registering as a Translator in Blarlo implies acceptance of this agreement.
This Agreement is entered into between Blarlo Global Solutions S.L. with tax ID B87700845 and registered address C/Antonio 31, 28029, Madrid, hereinafter ("Company"), and the translator (“Translator”), which are referred to in this document individually as “Party” or jointly as “Parties”.
Both Parties acknowledge that they are properly represented, and in consideration of the agreements and conditions contained in this document, agree to the following:


Purpose.

The Company intends to collaborate professionally with Translator as an independent professional in translation services (“Translation Jobs”). In order to carry out Translation Jobs, the Company shall disclose information and documentation, the confidentiality of which must be guaranteed. Any information provided by the Company to Translator must be treated as confidential in its entirety.


Confidential information.

“Confidential Information”, for the purpose of this Agreement, means all economic, financial, technical, commercial, strategic or any other nature of information that is disclosed directly or indirectly by the Company to Translator, in oral, written or in any other form, as well as any analysis, compilation, study, summary, extract or documentation of any nature drafted jointly based on information or documentation disclosed by the other. (including, but not limited to, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, hardware configuration information, marketing and finances, documents, prototypes, samples and/or datasets).


Exceptions.

This confidentiality obligation shall not apply to information when (i) it is accessible to the public for reasons other than non-fulfilment of the confidentiality obligation by Translator; (ii) it has been published prior to the date of signing of this Agreement; (iii) it is already in the possession of Translator and is not subject to any other confidentiality agreement between the Parties, provided that this fact has been stated to the other Party at the time of disclosure; (iv) it is received through third parties without restriction and without implying any violation of this Agreement; or (v) it must be disclosed in order to fulfil a legal or administrative order, in which case Translator must immediately inform the Company and help the Company to find appropriate solutions in order to protect the information. Should the Company waive seeking a protection order, Translator shall only provide the part of the Confidential Information required by law, on the condition that any Confidential Information disclosed shall maintain its protection of confidentiality for all purposes other than such disclosure required by law.


Non-use and non-disclosure.

Translator undertakes not to use any Confidential Information for any purpose other than evaluating and participating in the provision of services related to Translation Jobs. Translator shall not disclose any Confidential Information or permit the disclosure of any Confidential Information, directly or indirectly, to any third party without the prior written consent of the Company. Translator shall not disclose Confidential Information or permit the disclosure of Confidential Information to his/her employees unless such disclosure fulfils the following terms. Translator may disclose Confidential Information to employees or professionals and advisers, such as lawyers, who are required to avail of such information as recipients in order to evaluate or participate in the provision of services related to the Translation Jobs, provided that said employee has signed a non-use agreement and confidentiality agreement in respect to its content, offering at least the same protection as the provisions of this agreement, before any disclosure of Confidential Information to that employee. Translator shall not carry out any reverse engineering on, dismantle or decompile prototypes, software, samples or other tangible objects which contain Confidential Information. Translator may not submit any patent application(s) which contain(s) or on the basis of which, in its(their) entirety or in part, any Confidential Information of the Company.


Maintenance of confidentiality.

Translator must take all reasonable measures to protect the secrecy and to avoid the unauthorised disclosure and use of the Confidential Information. Notwithstanding the above, the beneficiary shall take at least the measures used to protect his/her own highly confidential information. Translator shall not make copies of Confidential Information without written approval from the Company. Translator must reproduce the relevant notices on company property rights on such authorised copies, in the same way as such notifications are shown on the original. Translator must immediately notify the Company of any actual or suspected unauthorised use or disclosure of Confidential Information.


Scope.

The signing of this Agreement does not grant Translator any more rights or impose any more obligations than those expressly included herein. Moreover, the signing of this Agreement does not imply the concession of any licence to use intellectual property rights; impede any of the Parties from entering into agreements of any type with third parties; or obligate any of the Parties to enter into a contract on any subject. Likewise, under no circumstances shall the Company guarantee the accuracy or exhaustive nature of Confidential Information disclosed in accordance with this Agreement.


Independence between the Parties.

The exchange of Information between the Parties does not constitute any type of joint company or corporation. Any commercial relationship between the Parties, where applicable, must be the subject of a separate agreement. None of the Parties shall be required to procure any services from the other; each Party reserves the right to terminate negotiations or the procurement of services covered under this Agreement related to Translation Jobs.


No guarantee

All Confidential Information is provided “as is”. Under no circumstances shall the Company guarantee the accuracy or exhaustive nature of Confidential Information disclosed in accordance with this Agreement. Nor shall the Company offer any guarantee, expressed, implied or of any other type, with respect to the non-infringement or violation of any third party intellectual property rights.


Return of materials.

All documents and other tangible objects containing or which represent Confidential Information and all copies or extracts thereof or notes related thereto which are in the possession or control of Translator are and shall continue to be property of the Company and shall be returned immediately to the Company or destroyed (giving proof of such destruction) once the Translation Jobs are completed.


Term

The obligations of Translator in relation to this Confidentiality Agreement shall remain in effect until either of the following conditions is met: (i) two years after the date on which Translator discontinues the provision of services related to Translation Jobs with the Company; or (ii) until all Confidential Information has been disclosed and made public by third parties and has completely and entirely lost its status as Confidential Information. The confidential status of company prototypes and software shall be perpetual, bypassing the conditions set out in the previous point.


Compensation.

Translator accepts that any violation or threat of violation of this Agreement shall cause irreparable damage to the Company, which shall entitle the Company to seek compensation and to use all legal resources without the need to prove any real damage and without any type of bond.


Translator information.

The Company does not intend to receive Confidential Information from Translator, and the Company assumes no obligation whatsoever, explicit or implicit, with respect to any information provided by Translator. Any idea, suggestion, orientation or other information disclosed by Translator in relation to Confidential Information, Translation Jobs and other intellectual property rights related to the above shall be considered collectively as “Comments”. Translator undertakes to concede and grants the Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free licence (with the right to grant and authorise sub-licences) to make, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare jobs deriving from, show, execute and operate such comments without restrictions.


Información del Traductor.

The Company does not intend to receive Confidential Information from Translator, and the Company assumes no obligation whatsoever, explicit or implicit, with respect to any information provided by Translator. Any idea, suggestion, orientation or other information disclosed by Translator in relation to Confidential Information, Translation Jobs and other intellectual property rights related to the above shall be considered collectively as “Comments”. Translator undertakes to concede and grants the Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free licence (with the right to grant and authorise sub-licences) to make, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare jobs deriving from, show, execute and operate such comments without restrictions.


Applicable legislation and arbitration.

This Agreement is subject to Spanish law. Any disputes that may arise between the Parties in relation hereto and in particular regarding its interpretation, validity, efficacy, fulfilment, termination or withdrawal (including the validity and fulfilment of this Clause) shall be subject to the courts of the City of Madrid, Spain.