NDA Eng

NDA Terms & Conditions

Effective Date: Jan 01, 2021

Please read these Terms carefully. By using HYEM Technologies services you’re agreeing to these Terms, which will result in a legal agreement between you and HYEM Technologies (“Agreement”). We’ll start with the basics, including a few definitions that should help you understand these Terms.

HYEM Technologies (“HYEMTECH,” “The Company,” or “us”) is a company which offers engineering services, training, consultancy, software & renewable  energy systems (the “Service”) offered through the URL https://hyemtech.com/ (we’ll refer to it as the “Website”) that allows you to display all site content of HYEM Technologies S.A de C.V. . HYEMTECH has employees, independent contractors, and Suppliers (“THE SUPPLIER”). As a customer/Supplier of the Service or a representative of an entity that’s a customer/supplier of the Service, you’re a “Member” according to this Agreement (or “you”).

These NDA Terms of Use (“NDA Terms,”) including our Acceptable Use Policy, Copyright and Trademark Policy, define the terms and conditions under which you’re allowed to supply/use the Service in accordance with the Agreement, and how we’ll treat your account while you’re a Member. If you don’t agree to these Terms, you must immediately discontinue your use or supply of the Service.

You acknowledge and agree that by (i) visiting, viewing, using, or accessing the Site, (ii) clicking “Agree”, “Purchase”, “Submit”, or similar links, or (iii) signing or confirming a Sales Order, Purchase Order, NDA format or other agreement incorporating these Terms of Use.

1.- Declares “THE COMPANY” through its legal representative:

1.1.- That it is a company incorporated under the laws of the United Mexican States and that it has sufficient legal capacity to hold the present agreement. 

1.2.- That its legal representative has the necessary and sufficient legal capacity to celebrate this agreement, faculties that have not been limited, modified or revoked in any way.

1.3.- That for the purposes of this agreement, it indicates as its address the one located at Planificadores 2802, Piso 4, Empleados SFEO, Monterrey, N.L. México C.P.64909

1.4.- That it owns and develops certain types of information, which is sensitive to the achievement of its corporate purpose and that therefore represents an important and irreplaceable value, so that its disclosure or exploitation by a third party would cause serious damages .

1)     2.- Declares “THE SUPPLIER” in his own right:

2.1.- That expressly recognizes that the unauthorized disclosure or misuse of the confidential information of “THE COMPANY” may cause serious damages to it, because such information has a high competitive value in the market.

2.2.- That expressly recognizes that undertakes to take all necessary measures to avoid engaging in unfair business practices that cause a conflict of interest to “THE COMPANY”, as well as its customers, suppliers and any other physical and moral person related to the above during and after the conclusion of their professional relationship with the latter, either independently or for another individual or entity.

3.- Declare “THE PARTIES”:

3.1.- That by virtue of the contractual relationship that they keep from the date indicated in the present agreement and access to the confidential and reserved information of which “THE SUPPLIER” will have knowledge from the beginning of their relationship, it is their will to celebrate the present agreement in order to safeguard access and due use of such confidential and reserved information in accordance with the provisions of its clauses.

3.2.- That they enter into the contract in a voluntary, free and responsible manner, without there being fraud, injury, error and / or any vice of the will that invalidates them, so that from this moment they expressly renounce any action, half or legal remedy that in the later search for the nullity of this document.

MADE THE DECLARATIONS THAT PREVIOUSLY, AND IN EFFECT OF IMPROVING THIS AGREEMENT, “THE PARTIES” ARE SUBMITTED VOLUNTARILY, FREE AND RESPONSIBLE, WITHOUT THERE BEING ANY VICE OF CONSENT THAT COULD INVALID IT, TO THE FOLLOWING:

CLAUSES

FIRST CONFIDENTIALITY “THE PARTIES” recognize that by virtue of the fact that the contractual relationship between them began as of the date indicated in the ANTECEDENTS of this contract, “THE SUPPLIER” has had and will have access to “CONFIDENTIAL INFORMATION” of which “THE COMPANY “is the owner and / or responsible for its handling in front of third parties.

“CONFIDENTIAL INFORMATION” is understood to mean all information relating to accounting, technical, legal, commercial, financial and any other related nature, relating to operations, strategies, accounting, account statements, billing, customers, administrative and financial activities. , market, knowledge and management techniques, methodologies, policies, operations and activities of “THE COMPANY” in general, including but not limited to, research, discoveries, programs, techniques and development of any nature developed by the same or by third parties; programs or computer systems, in any form or medium in which they are found, developed by “THE SUPPLIER”, the rest of the personnel of “THE COMPANY”, or by clients of the same, or by whom it had been hired for such effect, as well as acquired or licensed; source codes or object codes, programs or computer systems to which you have access due to your relationship, algorithms, formulas, diagrams, strategies, plans, flowcharts, processes, techniques, designs, photographs, records, files, shared database , compilations, information of clients, suppliers or internal, as well as all that information contained in any type of material support, including without limitation paper, cd-rom, diskettes, hard disk, usb storage devices, cloud storage ; and in general, all information related to programs, advertisements, ideas, inventions, trademarks, patents, trade names, appellations of origin, industrial secrets and intellectual property rights, as well as financial information.

Likewise, it will have the character of “CONFIDENTIAL INFORMATION”, all that to which “THE SUPPLIER” would have had access, that not being contained in the previous paragraph, is property of “THE COMPANY”, of its clients and / or of the personnel that work for her.

SECOND. OBLIGATION OF SECRECY AND SECURITY OF INFORMATION.
“THE SUPPLIER” is obliged by this agreement, to keep under the strictest confidentiality and reserve all the “CONFIDENTIAL INFORMATION”, present or future, that by any means would have or will be delivered or made known or that in any way it reaches your power, whether said “CONFIDENTIAL INFORMATION” was marked as such or not, or that had been provided prior to the signing of this agreement.

For this reason, “THE SUPPLIER” at no time and for any reason shall be entitled to copy, edit, reproduce, disclose, develop extracts, use for their own benefit or third parties or reveal to anyone, totally or partially the “CONFIDENTIAL INFORMATION”, Which he had, has or will have access to.

THIRD. PROHIBITION OF INCURRING IN UNFAIR COMMERCIAL PRACTICES. “THE SUPPLIER” undertakes to take all necessary measures to avoid engaging in unfair business practices that cause a conflict of interest to “THE COMPANY”, as well as its customers, suppliers and any other physical and moral person related to the above during and after the conclusion of their professional relationship with the latter, either independently or for another individual or entity.

By virtue of the above, “THE SUPPLIER” undertakes not to incur in the following practices, which are enumerated but not limited to:

1. To use for their own benefit the information obtained from the client portfolio, contacts, alliances, business partners, suppliers, workers, advisors, professionals and other natural and legal persons who have a professional relationship with “THE COMPANY” and any other related to the same.

2. Issuing negative comments about “THE COMPANY” and any other physical or moral person related to it and / or the professionals and workers who make it up to third parties by any means in order to discredit it.

3. When the contractual relationship with “THE COMPANY” has ended, manifest to third parties that it continues to be part of it, or take advantage of the image of the latter to obtain some type of benefit, including applying for employment applications before third parties.

4. Offer to clients of “THE COMPANY” the same services that this one offers them, in order that they conclude the business relationship with this one in order to obtain a personal benefit.

5. Disclose the confidential and reserved information of “THE COMPANY” and / or its customers and suppliers, as well as any other related to the previous ones, which it became aware of during the provision of its services.

6. Exhibit as the owner of the intellectual property rights and / or author of all those programs, utility models, projects, designs, photographs, work papers and / or any document generated by “THE COMPANY”, even though ” THE SUPPLIER “would have intervened in its realization, in the understanding that all material generated as a result of its services to” THE COMPANY “will belong exclusively to the latter.

7. Offer their services to third parties, physical or moral, that for their professional activity or corporate purpose are the responsibility of “THE COMPANY”, with the understanding that said situation will be understood as an improper use of the “CONFIDENTIAL INFORMATION” to the which “THE SUPPLIER” had access during the provision of their services. This restriction will prevail even after the termination of the contractual relationship between “THE PARTIES” and for a period of two years counted from the dissolution of the employment relationship between them.

FOURTH. VALIDITY. “THE SUPPLIER” recognizes that the confidentiality and reservation obligations established in the present agreement will subsist during his professional relationship with “THE COMPANY” and will continue in force even after the expiration or early termination of said relationship; for which “THE PARTIES” indicate that the validity of this agreement is permanent.

FIFTH MATERIAL DELIVERY. “THE SUPPLIER” agrees that once the contractual relationship with “THE COMPANY” is completed, it will immediately deliver all those documents, notes, files, diskettes or electronic means, email, business cards, diagrams, drawings, manuals, files, databases, specific programs programmed mutually, reports, specifications, lists of clients and suppliers and any other means that contain “CONFIDENTIAL INFORMATION”, in the understanding that all these are the exclusive property of “THE COMPANY”.

SIXTH. PENALTY CLAUSE. “THE SUPPLIER” recognizes that the use, disclosure, disclosure, preproduction or unauthorized application of the “CONFIDENTIAL INFORMATION” referred to in this agreement is sanctioned in accordance with the Industrial Property Law and the Social Defense Code in force in the state of Nuevo León, of its correlatives of the Federal Penal Code, as well as of the other Penal Codes for the rest of the States of the Mexican Republic; likewise, “THE SUPPLIER” recognizes that incurring in unauthorized acts will generate a civil liability in accordance with the Civil Code in force in the state of Nuevo León, its correlatives of the Federal Civil Code, as well as the other Civil Codes for the rest of the States of the Mexican Republic. Therefore, “THE COMPANY” reserves the right to exercise against “THE SUPPLIER” legal actions that proceed in criminal and / or civil proceedings for the breach of the provisions of this agreement. In addition, “THE SUPPLIER” undertakes to take “THE COMPANY” harmless and in safety from any claim, claim or judgment of any kind that may be established against it derived from the improper use of the “CONFIDENTIAL INFORMATION”.

Likewise, “THE PARTIES” agree that in the event that “THE SUPPLIER” should fail to comply with the obligations contained in this agreement, he must pay “THE COMPANY” a conventional penalty equivalent to $ 10’000,000.00 (TEN MILLION PESOS 00 / 100 MN). However, in case the aforementioned amount was not enough to repair the damage caused to “THE COMPANY”, the latter may sue through civil means to pay the corresponding damages.

SEVENTH. INTELLECTUAL PROPERTY RIGHTS. “THE SUPPLIER”
acknowledges and accepts that the present agreement does not imply the granting of a license of use to design and / or build by computer auto parts or cession of industrial property rights and / or of author with respect to the “CONFIDENTIAL INFORMATION” nor the use or assignment of any other right of industrial property and / or author that corresponds to “THE COMPANY”.

Therefore, “THE SUPPLIER” acknowledges and accepts that “THE COMPANY” will be the sole owner of the industrial property and / or author rights on the “CONFIDENTIAL INFORMATION”, including that in whose development “THE SUPPLIER” would have directly participated. . Considering the above, should “THE SUPPLIER” attempt to initiate a legal proceeding aimed at registering the industrial property rights and / or the author’s rights as regards the “CONFIDENTIAL INFORMATION”, it shall be considered as a breach of the obligations acquired herein. agreement, so that “THE COMPANY” may proceed in accordance with the provisions of the SIXTH clause of this.

EIGHTH. LABOR RELATIONS. “THE SUPPLIER” recognizes and accepts that the celebration of this agreement does not imply any alteration in the conditions governing the employment relationship between “THE PARTIES”, which have been duly established in the individual work contract between them.

NINTH. CONFLICT OF INTEREST AND COMPETITION. “THE SUPPLIER” recognizes and accepts that the conclusion of this agreement implies a training and investment of time and money, as well as the sharing of confidential information of the company, which is why “THE SUPPLIER” may not be up to 2 years after Once the relationship with “THE COMPANY” has ended, work in a position, offer a service where it performs any aspect of what has been learned, incurring a serious offense and economic penalty.

TENTH. APPLICABLE LEGISLATION AND JURISDICTION. This agreement will be governed and interpreted in accordance with the Civil Code in force in the state of Nuevo León. Likewise, “THE PARTIES” agree that any dispute arising from the interpretation and execution of this agreement shall be submitted to the jurisdiction of the competent courts in the city of Monterrey, Nuevo León, for which they renounce any other jurisdiction that may be applicable by virtue of your present or future addresses or any other circumstance. In addition, “THE PARTIES” recognize that each clause has a value in the particular and in the event that any of them come to declare contrary to law, morals or good customs, it will not be so with respect to the rest of the body of the present agreement.

 COPYRIGHT AND TRADEMARKS

The trademarks, logos, and service marks, including but not limited to HYEM Technologies and other names, logos, and icons identifying products and services (collectively, “Trademarks”) displayed on the site, are registered and unregistered Trademarks of HYEM Technologies, its affiliates, suppliers or others. Certain portions of the Site are identified as being the subject of a specific copyright held by an entity other than HYEM Technologies and, as such, may not be copied without the permission of the holder of the copyright.

The services, technology, and/or processes described in this Site may be the subject of intellectual property rights reserved by HYEM Technologies or other third parties. Nothing contained herein shall be construed as conferring to you in any manner, whether by implication, estoppel or otherwise, any license, title, or ownership of or to any intellectual property right of HYEM Technologies or any third party.

Property Rights

You will respect our proprietary rights in the Website and the platform used to provide the Service (“Content”) (proprietary rights include, but aren’t limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property).

You are not allowed to reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, capture, download, save, upload, print, or otherwise transfer or retain information or content available on the Site other than with regard to Authorized Downloadable Materials, subject to the limited permissions set forth herein

Site Security

You are not allowed to violate or attempt to violate the Site’s security mechanisms, attempt to gain unauthorized access to the Site or assist others to do so, or otherwise breach the security of the Site or corrupt the Site in any way.

It is strictly prohibited use or attempt to use the Site to store or transmit software viruses, worms, time bombs, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment

If the security of the site is at risk from an attempt of these characteristics, HYEMTECH has the right to collaborate and request support from the corresponding authorities.

Report Abuse…

If you think anyone has posted material that violates any protected marks or copyrights, stolen or uploaded elsewhere (ie…YouTube) or have reason to believe of any other copyright abuse, then you can notify us at: support@hyemtech.com