Sony Business Planning Meeting Webinar

CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING

Sony Business Planning Meeting Webinar

This Confidentiality and Non-Disclosure Undertaking ("Undertaking") is entered into and accepted electronically by the Participant upon registration for the Webinar.

WHEREAS

Sony Middle East and Africa FZE, a company incorporated in the United Arab Emirates and having its registered office at PO Box 16871, Jebel Ali Free Zone, Dubai, UAE ("Sony") will be sharing certain confidential and proprietary information during its business planning webinar ("Webinar"), and the Participant (as defined below) agrees to receive such confidential and proprietary information and be bound by the terms and conditions of this Undertaking.

SECTION 1. DEFINITIONS

  1. Disclosure Period means the period from the date of the Webinar selected by the Participant at registration until seven (07) days after the Webinar concludes.
  2. Confidentiality Period means the Disclosure Period and five (05) years thereafter.
  3. Disclosing Party means Sony or its affiliated companies that disclose Confidential Information.
  4. Receiving Party means the Participant and the Company they represent.
  5. Participant means the individual who registers for the Webinar and electronically accepts this Undertaking.
  6. Company means the company or organization represented by the Participant.
  7. Webinar means the Sony Business Planning Meeting conducted online by Sony Middle East and Africa FZE.
  8. Subject of Disclosure means Sony’s business information including product lineups, marketing plans, sales plans, financial information and related materials.
  9. Confidential Information includes all information disclosed during or in connection with the Webinar, including:
    • Product information, specifications, features and roadmaps;
    • Marketing plans, pricing, sales strategies and financial projections;
    • Business strategies and future plans;
    • Presentations, slides, documents and materials;
    • Verbal disclosures made during the Webinar.
  10. Purpose means reviewing Sony's Confidential Information solely for planning, distribution, sale, promotion and business planning activities related to Sony products.
SECTION 2. NON-DISCLOSURE OBLIGATIONS
  1. The Receiving Party shall keep all Confidential Information strictly confidential.
  2. The Receiving Party shall use the Confidential Information solely for the Purpose.
  3. The Receiving Party shall exercise at least a reasonable degree of care in protecting the Confidential Information.
  4. Access shall be restricted only to employees, officers and representatives who:
    1. Have a strict need to know; and
    2. Are bound by confidentiality obligations no less restrictive than this Undertaking.
  5. The Receiving Party shall promptly notify Sony of any unauthorized disclosure or access.
  6. The Participant shall:
    1. Not record, screenshot or reproduce any part of the Webinar;
    2. Not share Webinar access credentials;
    3. Ensure access occurs in a secure and private environment;
    4. Not distribute Webinar materials;
    5. Immediately notify Sony of any loss, theft or disclosure of Confidential Information.
SECTION 3. EXCEPTIONS

Confidentiality obligations shall not apply to information that:

  1. Becomes publicly available through no fault of the Receiving Party;
  2. Was already known to the Receiving Party;
  3. Is independently developed without using Confidential Information;
  4. Is lawfully obtained from a third party;
  5. Is required by law to be disclosed, provided the Receiving Party:
    1. Provides prior written notice where possible; and
    2. Discloses only the minimum required information.
SECTION 4. CONFIDENTIALITY PERIOD

The Receiving Party's obligations commence on the date of the Webinar and continue throughout the Confidentiality Period. These obligations survive expiration or termination of this Undertaking.

SECTION 5. NO WARRANTY, NO LICENSE AND NO COMMITMENTS
  1. THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
  2. Disclosure of Confidential Information does not grant any patent, copyright, trademark, know-how or other intellectual property rights.
  3. Disclosure of Confidential Information does not create any obligation for future business transactions or agreements.
SECTION 6. OWNERSHIP AND RETURN OF INFORMATION
  1. All Confidential Information remains the exclusive property of the Disclosing Party.
  2. Upon written request, the Receiving Party shall:
    1. Return or destroy all Confidential Information and copies; and
    2. Confirm such return or destruction in writing.
SECTION 7. REMEDIES
  1. The Receiving Party acknowledges that any breach may cause irreparable harm.
  2. Sony may seek injunctive relief, specific performance and any other legal remedies available.
SECTION 8. MISCELLANEOUS
  1. Electronic Acceptance: Acceptance through online registration shall be legally binding.
  2. Authority to Bind: The Participant confirms authority to bind the Company.
  3. Data Privacy: Personal information may be processed for Webinar administration and enforcement of this Undertaking.
  4. Entire Agreement: This Undertaking constitutes the entire agreement regarding the subject matter.
  5. Severability: Invalid provisions shall not affect the remaining provisions.
  6. No Waiver: Failure to enforce a provision does not waive future enforcement rights.
  7. Governing Law and Jurisdiction: This Undertaking shall be governed by the laws of the United Arab Emirates. Disputes shall be resolved by arbitration under the Dubai International Arbitration Center (DIAC), with one arbitrator, seated in Dubai, and conducted in English.
Please scroll to the bottom of the Confidentiality and Non-Disclosure Undertaking to enable acceptance.