As CRF International Holding B.V. is going to share information with you via this webpage (“Onboarding Kit“) for the purpose of vendor onboarding (“Purpose“),
By clicking the “Accept” button, you will agree to this Non-Disclosure Agreement (“NDA“) as follows:
1. Definitions
(a) Disclosing Party: Refers to CRF International Holding B.V., operating under the trade name Top Employers Institute, and all its affiliates worldwide (“Affiliates“).
(b) Receiving party/you: Refers to the individual who received the vendor onboarding email from the Disclosing Party, either through a work or collective email, or in any other capacity that justifies the receipt of this email, acting as a representative of the “Client” or “Prospective Client.”
(c) Confidential Information: Refers to any information or data, in any form, disclosed by or on behalf of the Disclosing Party to the Receiving Party. This includes, but is not limited to, business, commercial, or technical information shared through the Onboarding Kit.
(d) Permitted Recipient: Refers to any director, officer, employee, adviser, or auditor of the Receiving Party or its Related Companies who reasonably requires access to Confidential Information to fulfill the Purpose.
(e) Related Companies: Refers to any corporation, company, or entity that directly or indirectly owns, is owned by, or is under common ownership or control with the Receiving Party. In this regard, “control” means owning more than fifty percent (50%) of the voting capital of the corporation, company, or entity.
2. Obligations of the Receiving Party
The Receiving Party agrees to:
(a) only disclose Confidential Information to Permitted Recipients;
(b) use Confidential Information solely for the Purpose; and
(c) protect Confidential Information with the same care as their own, but no less than reasonable care.
3. Exclusions
Confidential Information excludes information that:
(a) was already in the Receiving Party’s possession without a confidentiality obligation before receipt;
(b) becomes public without breach of this Agreement;
(c) is lawfully obtained from a third party without a confidentiality obligation; or
(d) is independently developed without using the Disclosing Party’s information;
(e) is required by the relevant government for investigative/inspection purposes.
4. No License or Ownership
This Agreement does not grant the Receiving Party any rights or licenses to all IP vests in CRF International Holding B.V., copyrights, trade secrets, or other intellectual property related to the Confidential Information.
5. No Warranty
The Disclosing Party provides Confidential Information as is without warranties of completeness, accuracy, or fitness for any purpose.
6. Terms and Termination
This Agreement takes effect when the Receiving Party clicks “Accept.” The obligations enshrined in this agreement will survive for five years after accepting this agreement.
7. Breach and remedy
In addition to legal remedies under the applicable law, any breach of this Agreement may cause irreparable harm, for which monetary damages may not suffice. Therefore, Disclosing Party may seek injunctive relief from a competent court to prevent or stop such violations.
8. Dispute Resolution
8.1. Any dispute arising from or in connection with this NDA shall be settled by arbitration. If the Receiving Party is a Client or Prospective Client of CRF International Holding B.V., the arbitration shall be conducted in the Netherlands. Otherwise, the arbitration shall be conducted under the common arbitration rules/body of the jurisdiction relevant to the concerning Affiliates.
8.2. The arbitration proceedings shall be conducted in English, unless otherwise agreed.
8.3. The arbitrators’ decision shall be final and binding.
9. Others
9.1. Receiving Party will act in good faith and fair dealing in executing this Agreement.
9.2. If you have signed the Participation Agreement for the service provision, the NDA clause in that agreement will take precedence over this NDA.
9.3. This Agreement is governed by the laws of the Netherlands, unless the Receiving Party is a Client or Prospective Client of one of the Affiliates, in which case the laws of the relevant Affiliate’s jurisdiction shall apply.