NON DISCLOSURE AGREEMENT

1. “Telecom Armenia” OJSC (hereinafter: “Disclosing party”) has agreed to disclose to You certain Confidential Information (as defined below) subject to the terms and conditions hereinafter contained, disclosed in connection with the Team Bonds (hereinafter referred to as Project) and You has agreed to take reasonable measures for the protection of e Confidential Information and undertakes the following obligations:
   • Take measures as are reasonable for protection of Confidential Information, received hereunder, provide its protection mode with observance of the requirements set forth by Legislation of the Republic of Armenia.
   • Not to use the Confidential Information received from the Disclosing Party (or any part thereof) for its own interests other than in connection with the Project without the prior written consent of the Disclosing Party.
   • Not to disclose the Confidential Information to any third party in whole or in part, without the prior written consent of the Disclosing Party.
   • Not to make copying, compilation, translation or any other recording of the information, as well as creation of any information resources other than in connection with the Project.

   Within the framework of the present Conditions reasonable measures for the protection of the Confidential Information shall imply such measures, which exclude the access of the third party to the Confidential Information without the consent of the Disclosing Party, as well as provide the opportunity of using and communicating the Confidential Information without breaching its confidentiality mode.

   
   

   The Disclosing Party is entitled to conduct control of the state of protection mode of the communicated Confidential Information.

   
   

   Within the framework of the present Conditions disclosure of the Confidential Information shall imply Your any action or omission, in the result of which the Confidential Information in any possible form (oral, written, electronic, other form, as well as with the use of technical means) is disclosed to any third party without the consent of the Disclosing Party.

   
   

   Subject to the terms of the present Conditions You shall be obliged to immediately inform the Disclosing Party in the event You, your Representatives allowed or became aware of the fact of disclosure or threat of disclosure, illegal obtaining or illegal using of the Confidential Information.

   
   
2. Herewith, under this Conditions it is clearly stipulated that personal data shall not be processed. In the event that in order to implement activities under Project You must have access to the Disclosing Party’s information resources containing personal data and other data, access to which is restricted by the legislation of the country of the Disclosing Party (collectively hereinafter, "Protected Data"), then the parties will sign a separate agreement on the order of interaction when working with such information resources and will receive all necessary permits established by the legislation of the country of the Disclosing Party’s. The requirements of this clause apply to cases where the activity under Project requires the transfer of the Protected Data by the Disclosing Party to the Receiving Party.


3. The term “Confidential Information” used herein means any scientific-technical, technological, production, legal, financial and economic information, as well as production secrets (know-how) (including documents containing or otherwise reflecting information about the Disclosing Party, its founders, shareholders, branches, representations, subsidiaries and affiliates; information about the customers and contracting parties of the Disclosing Party; as well as the correspondence between the Parties and other information containing corresponding stamp or note about confidentiality in print or electronic forms), which has an actual or potential commercial value by virtue of its being unknown to third parties, it is not freely accessible on legitimate grounds and the Disclosing Party treats it as a commercial secret.


4. Upon request of the Disclosing Party, having communicated the Confidential Information, all the originals and copies of the Confidential Information are subject to immediate return by You. Any Confidential Information which is not requested in the above-mentioned way, shall be stored by You with observance of the requirements hereof, or destroyed with the approval of the Disclosing Party. For the avoidance of any doubt, the Parties herewith agreed that return or elimination by the You of the documented Confidential Information, does not release You from fulfillment of its obligations hereunder.


5. If the You are obliged by law to disclose any Confidential Information to government authorities of RA or government authorities of the constituent entities of RA, or government authorities of foreign states, as well as other bodies authorized by the law to require disclosure of the Confidential Information, then You shall be obliged to immediately inform in writing about such fact the Disclosing Party. However, in case of proper notification of the Disclosing Party, You, disclosing the Confidential Information in accordance with this clause, shall not be deemed having violated its obligation of non-disclosure of the Confidential Information. In case of such disclosure the Receiving Party shall be obliged to do its utmost to ensure confidentiality of the disclosed Confidential Information.


6. The whole documented Confidential Information (separate documents, separate files of documents, documents and files of documents in information systems as stipulated under the respective legal acts of RA), communicated to You shall be the property of the Disclosing Party.


7. For avoidance of any doubt no provision hereof shall be obligations or guarantees of the Disclosing Party with regard to accuracy, correctness or completeness of the information included in the Confidential Information. The Disclosing Party shall not be liable for the results of using the Confidential Information by You or others to whom it may be communicated according to the terms of the present Conditions.


8. The present Conditions is valid for a period of five (5) years from the date of its confirmation by You.


9. The present Conditions is regulated and subject to fulfillment and interpretation in accordance with the Legislation of the Republic of Armenia.


10. In case the You breach Your obligations hereunder, the Disclosing Party shall be entitled to demand from You full reimbursement of the loss incurred due to such breach.


11. The present Conditions does not presume transfer or cession to You of any copyright items, patents, registered models, not registered models, trademarks and service marks or any other rights of the Disclosing Party for results of intellectual activity, which can be contained or reproduced in the Confidential Information. Neither You nor any other person on behalf thereof shall be obliged to apply for registration of the trademark and/or service mark, patent or model, as well as other rights of results of intellectual activity with regard to the Confidential Information or any part thereof.


12. You herewith shall be obliged not to assign and otherwise transfer their rights and obligations hereunder without the prior written consent of the Disclosing party.


13. For avoidance of any doubt, none of the provisions of the present Conditions shall constitute an obligation of the Disclosing Party to disclose any Confidential Information, or an obligation to conclude any transaction, including but not limited to the transactions associated with the Project.


14. In case any provision hereof is deemed to be invalid, such invalidity shall not apply to the validity of other provisions hereof or to the entire Conditions.


15. Disputes arising from the present Conditions or related to it, shall be settled through negotiations. All disputes, disagreements or demands, arising from the present Condtions or related to it, as well as concerning the performance, breach, termination or invalidity thereof, shall be in accordance with legislation of Republic of Armenia.