CONFIDENTIALITY AND DATA USE AGREEMENT
Legal Basis:
- Pursuant to Civil Code No. 91/2015/QH13 enacted on November 24, 2015;
- Pursuant to Commercial Law No. 36/2005/QH11 enacted on June 14, 2005;
- Pursuant to Intellectual Property Law No. 50/2005/QH11 and its amendments in 2022;
- Pursuant to the mutual needs of both parties regarding the confidentiality of designs and 3D printing fabrication;
The parties agree to the following terms:
PARTY A: Client provides data.
PARTY B: MADMAN STUDIOS CO., LTD (Representative: Mr. Tri Hai Nguyen – Director, Tax Code: 0319058759, Address: D11/13B Quach Dieu, Vinh Loc Commune, Ho Chi Minh City, Vietnam).
ARTICLE 1. DEFINITION OF CONFIDENTIAL INFORMATION
1.1. "Confidential Information" refers to technical data, 3D models, drawings, design documents, manufacturing specifications, or related data provided by Party A to Party B in any form.
1.2. Confidentiality obligations under this Agreement only apply to data clearly marked by Party A with the phrase "BAO MAT" or "CONFIDENTIAL" at the time of transfer.
1.3. Data not marked under Section 1.2 shall not fall within the scope of Confidential Information under this Agreement.
1.4. Information shall not be deemed Confidential Information if:
a) Has been legally made public;
b) Was known or legally owned by Party B before receiving;
c) Was legally provided by a third party;
d) Is required to be disclosed by law or governmental authority.
ARTICLE 2. CONFIDENTIALITY COMMITMENT
2.1. Party B commits to using Confidential Information solely for quoting, technical evaluation, design, production programming, manufacturing, quality inspection, and performing tasks related to Party A's orders.
2.2. Party B shall not disclose Confidential Information to any third party beyond the scope necessary to fulfill orders, unless approved in writing by Party A or required by a competent government authority.
2.3. Party B is permitted to allow personnel, collaborators, subcontractors, or technical partners directly involved in fulfilling the order to access the data within the scope necessary to complete the work.
ARTICLE 3. INTELLECTUAL PROPERTY & DATA MANAGEMENT
3.1. Intellectual property rights to design files, drawings, and technical data provided by Party A belong to Party A or the respective legal owner.
3.2. Party B's receipt of data shall not be construed as a transfer of intellectual property rights over Party A's data.
3.3. For quality management, production record-keeping, internal training, company portfolio development, and service promotion, Party B may record, store, and use images, videos, or illustrative materials related to finished products from the production process.
3.4. If Party A requests restrictions on the use of materials specified in Section 3.3, Party A must notify Party B in writing or by email before production begins.
3.5. Party B commits not to publish original design files or data within the scope of Confidential Information under this Agreement.
3.6. Unless separately agreed in writing, Party B has no obligation to hand over any data, technical records, intermediate processing files, or derived data during service execution.
3.7. Các dữ liệu phát sinh trong quá trình thực hiện dịch vụ bao gồm nhưng không giới hạn ở file sửa lỗi mô hình, file tối ưu hóa sản xuất, file support, file chia tách chi tiết, file lập trình máy, cấu hình máy in, thông số vận hành, quy trình sản xuất và các dữ liệu kỹ thuật tương tự thuộc quyền sở hữu của Bên B.
3.8. Delivery of physical products does not constitute transfer of any source files, design files, technical data, or production documents.
3.9. When Party B performs design, modeling, or data development services for Party A, all source files, design data, working data, and intermediate versions remain Party B property, unless otherwise specified in the quotation or contract.
ARTICLE 4. RETENTION & CONFIDENTIALITY TERM
4.1. Confidentiality obligations for each item of Confidential Information last for 6 months from the date Party B receives the data.
4.2. After the above period, Party B may continue to store data for customer support, reproduction, quality verification, or internal technical purposes.
4.3. Party A may request data deletion in writing. Party B will comply within a reasonable timeframe, except for system backups, accounting records, or data required by law.
ARTICLE 5. LIMITATION OF LIABILITY
5.1. Party B is not liable for damages arising from force majeure, cyberattacks, malware, software errors, hosting provider failures, or causes beyond Party B reasonable control.
5.2. In all cases, Party B maximum total liability for any claim under this Agreement shall not exceed the actual amount paid by Party A for the related order.
5.3. The claiming party is responsible for proving actual damages, direct fault, and causal relationship between the breach and the claimed damages.
ARTICLE 6. DISPUTE RESOLUTION
6.1. Any disputes arising from or related to this Agreement shall be resolved primarily through good-faith negotiation between the parties.
6.2. If no agreement is reached within 30 days from the date of dispute, the dispute shall be exclusively resolved by the competent People Court in Binh Chanh District, Ho Chi Minh City.
6.3. If Party A lawsuit is entirely rejected by the Court, Party A agrees to pay reasonable litigation costs as determined by the dispute resolution authority.
ARTICLE 7. EFFECTIVE DATE
7.1. This Agreement takes effect from the moment Party A uploads data to the system, sends data via email, confirms an order, e-signs, or uses Party B services.
7.2. Party A continued use of services, data submission, or production confirmation shall be deemed as having read, understood, and accepted the entire contents of this Agreement.
7.3. This Agreement constitutes the entire agreement between the parties regarding data confidentiality and supersedes all prior communications on the same subject.