BHAKTI MARGA CONFIDENTIALITY AGREEMENT

This Bhakti Marga Cofidentiality Agreement (hereinafter referred to as the “Agreement”) has been concluded in Springen on (date) by and between:

Bhakti Event GmbH with its registered seat in Heidenrod-Springen, under the address: Am Geißberg 1-8, 65321 Heidenrod-Springen, Germany, entered into company register held by the District Court in Wiesbaden under no.: HRB 23765, represented by:

Jan Philip Zehner

Wlodzimierz Schmidt

Fabian Leuzinger

hereinafter referred to as: the „Bhakti Event or Contracting entity”

……

hereinafter referred to as: the „Contractor”

hereinafter referred to collectively as the “Parties” and each individually as a “Party”.

Whereas:

Bhakti Marga is an organization developed by Paramahamsa Sri Swami Vishwananda (hereinafter referred to as “Guruji”), providing services and support in more than 30 countries all over the world;
Bhakti Event is one of the companies founded to promote internationally Bhakti Marga;
Bhakti Event is currently the holder of the rights to Background Intellectual Property specified in separate agreement and, for the purposes of this Agreement, acts as a representative of all legal entities that exercise the aforementioned rights and are part of Bhakti Marga, are affiliated with Bhakti Marga, even if their relationship with Bhakti Marga is not institutionalised;
The Contractor performs or will perform the assigned tasks or any activities (Activities) for Bhakti Event or any other legal entity which is a holder of the rights to Background Intellectual Property- Bhakti Marga, the scope of which should be defined, in writing or verbally, in separate agreements;
The Parties wish to enter into a collaboration for the purpose of strengthening Bhakti Marga’s ideas and objectives worldwide;
The purpose of this Agreement is to protect confidential information which the Contracting Entity has already made available or will make available to the Contractor during current or future cooperation between the Parties;

the Parties have agreed as follows:

Introduction and Definitions

1.1. In this Agreement:

“Bhakti Marga” – means the name of the international mission to show people the simplest way to discover their eternal personal relationship with God, which was developed by Guruji;
“Bhakti Event” – means the Bhakti Event GmbH with its registered seat in Heidenrod-Springen, Germany, a company established under German law, to provide organizational stracture for Bhakti Marga’s mission;
“Background Intellectual Property” – means all the subjects of intellectual property rights developed and vested in Bhakti Event before the date of conclusion of the Agreement (specified in separate agreement);
“Copyright Law” – means the German Copyright Act of 9 September 1965 (Federal Law Gazette I, p. 1273), as last amended by Article 25 of the Act of 23 June 2021 (Federal Law Gazette I, p. 1858);
“Foreground Intellectual Property” – means:
- industrial designs, trademarks within the meaning of the Industrial Property Law, including rights to obtain the exclusive rights to the above-mentioned solutions, rights already granted as well as priority to obtain the above-mentioned rights;
- works and subject-matters of related rights within the meaning of the Copyright Law, including author’s economic rights and author’s moral rights as well as other rights to the above-mentioned subjects,
- other rights not indicated above, including i.e. rights specified in the international law, the European Union law as well as the national law of other states than the Federal Republic of Germany,

developed by the Contractor exclusively as a result of executing the agreement describing the scope of assigned task (i.e. as a result of the performance of the Contactor Activities).

For the purposes of the Agreement a transfer of Foreground Intellectual Property and a protection of Foreground Intellectual Property shall mean a transfer of rights to Foreground Intellectual Property and a protection of rights to Foreground Intellectual Property respectively;

“Industrial Property Law” – means the all legal provisions, either international or national, which regulate industrial property, such as e.g. industrial designs, registered trademarks, and are applicable on the territory of Germany;

1.2. Any reference to German primary legislation (Acts) in this Agreement includes reference to any changes to or replacement of those Acts.

The parties’ obligations. The scope of contract, Confidential Information

2.1 All business, operational and personal matters of the Contracting Entity and Guruji, in particular, business and trade secrets which have been entrusted or have come to the knowledge of the Contractor in the course of or on the occasion of his Activities, as well as all other non-public information which is to be kept secret according to the expressed or recognizable will of the Contracting Entity, regardless of whether they are in written, oral or other form, whether they are marked as secret whether it was made available or became known to Contractor before or after the effective date of this Agreement, and regardless of how this was done, is Confidential Information (the “Confidential Information”).

2.2 Within the scope of and as a result of the Activities to be performed by the Contractor for the Contracting Entity on the basis of the assignments, the Contractor shall receive, use, process or develop confidential information and documents on certain subjects and processes of the Contracting Entity which are to be treated confidentially. Such information and documents as well as all evaluations, analyses, concepts, summaries, etc. prepared on the basis thereof or referring thereto are the exclusive property of the Contracting Entity.

2.3 Confidential Information means all non-public data and information, including but not limited to the following:

Customer. These include the names of the Contracting Entity ‘s customers, names of their legal representatives, the contact information of the customers, all contracts concluded with the customers including their contents and parties, the customer services, the data provided by customers as well as type, quantity and specifications, the products and services that customers of the Contracting Entity have purchased, rented or otherwise received from the latter or for which the customers have acquired licenses (rights of use);

Intellectual property (Background and Foreground), including information not yet made public, relating to the Contracting Entity ‘s intellectual property rights or copyrights, including, but not limited to: the nature of intellectual property rights and copyrights, production data, technical data and design data, manufacturing processes, technical concepts, test data and test results, simulation results, status and details of research and the development of products and services and information relating to the acquisition, protection, enforcement and registration of intellectual property rights (including patents, copyrights and trade secrets);

(c) Marketing and development information including marketing and development plans of the Contracting Entity, price and cost data, price and fee amounts, pricing and billing design, quotation procedures, distribution channels, marketing techniques and customer and order acquisition methods, forecasts and forecast assumptions as well as volumes and development projects for the future as well as strategies of the Contracting Entity that have been or are being discussed;

(d) Information about the Contracting Entity’s business activities, including internal personnel and financial information, names and other information about suppliers and other business partners of the Contracting Entity (including their characteristics, services and contracts), purchasing and internal cost information, information on internal services and operating manuals as well as the Contracting Entity’s management methods and procedures;

(e) Product information, including all specifications of the Contracting Entity ‘s products as well as the work results from or in connection with work or projects carried out by the Contracting Entity of any kind and form and at any stage of the actual or expected research and development;

Production processes, including the procedures used in the creation, production and manufacture of the Contracting Entity ‘s work products (including, but not limited to, formulas, samples, models, techniques, specifications, processes, procedures, installations, equipment, programs and designs);
Information about services, including all data and information related to the services provided by the Contracting Entity (including, but not limited to, plans, schedules, personnel, inspection and training information);
Contracting Entity code codes including (i) any set of statements, instructions or programs in human- or machine-readable form that are reproduced, recorded, embodied or stored in any way and which can be used directly or indirectly in a computer (the “Computer Programs”), (ii) any set of statements, instructions or programs created by such computer programs, or report formats, designs or drawings produced, and (iii) any documentation, design technical specifications and diagrams and operating procedures supporting the computer programs;
computer technologies comprising any scientific and technical information or material of the Contracting Entity relating to any machinery, equipment or process, including, but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial competences, operating and test procedures, business practices, know-how and show-how;
Accounting information including but not limited to all financial statements, annual reports, balance sheets, corporate asset information, corporate liability information, sales and expense statements, income statements, cash flow reporting, accounts receivable and payable, inventor reporting, purchasing information and salary data of the Contracting Entity; and
Confidential information shall also include all information communicated to the Contractor by the Contracting Entity which has been disclosed to the Contracting Entity by a third party and which is protected by a non-disclosure agreement between the Contracting Entity and the third party.
All information/opinions/comments received in any form by Contractor during meetings with Guruji which concern Guruji and are not publicly known shall maintain strictly confidential.
means all documentation as well as commercial and organisational information, including materials and products of a commercial or organisational nature, such as e.g. Country Organisation Handbook, Global Brand Guide and this Agreement, as well as any information that has a commercial value for Contracting Entity/Bhakti Event., associated with the business activities conducted by Bhakti Event, constituting a business secret within the meaning of applicable provisions of German law, including Bhakti Event’s Know-how, disclosed or submitted to the Organisation in any form in connection with the conclusion and performance of the Agreement;

Non-confidential Information is information that demonstrates:

Generally known in the Contracting Entity ‘s area of business or is part of the best available practice;
Already publicly known or later become publicly known through no fault of the Contractor;
Were already known to the Contractor prior to receipt of the Confidential Information from the Contracting Entity without its misconduct;
Have been developed independently by the Contractor and without direct or indirect use of the Contracting Entity ‘s Confidential Information; or
Were received by the Contractor from a third party who was entitled to transfer or disclose them.

2.5 The Contractor shall bear the burden of proving the existence of any of the above exceptions. Confidential Information disclosed under this Agreement shall not be covered by one or more of the foregoing exceptions because it is covered by general information covered by one or more of the foregoing exceptions. Combinations of individual items of Confidential Information disclosed shall not be covered by one or more of the above exceptions if only a single item of information is covered by one or more of the above exceptions.

3. CONFIDENTILAITY OBLIGATIONS

Unless otherwise stated in this Agreement, the Contractor shall keep the Confidential Information secret.
- Except as otherwise provided in this Agreement, the Confidential Information shall remain the exclusive property of Contracting Entity and may only be used by Contractor for the Permitted Purpose. The Contractor shall not use the Confidential Information for any purpose which could be directly or indirectly harmful to Guruji, the Contracting Entity or to any of its affiliates.
- The obligation to maintain the confidentiality of the Confidential Information imposed on the Contractor by this Agreement, as well as all of the Contractor’s obligations to provide information resulting from this Agreement, shall continue to apply indefinitely after the termination of this Agreement.
- The Contractor may disclose the Confidential Information only in the following cases:

to its experts and advisors (the “Information Recipients”) to the extent necessary for the performance of the Permitted Purpose, provided that:
the Contractor has previously informed the recipients of the information of the confidential nature of the Confidential Information;
- the Contractor shall ensure that the recipients of the Information are legally bound by no less stringent rules regarding the confidentiality and restriction of the use of Confidential Information as set out in this Agreement;
- the Contractor undertakes to take all necessary measures to ensure that the provisions of this Agreement are also complied with by the recipients of the information; and
- the Contractor assumes responsibility vis-à-vis the Contracting Entity for any breach of confidentiality obligations by the recipients of the information and shall compensate the Contracting Entity for any breach of confidentiality obligations by the recipients of the information.
to a third party, insofar as the Contracting Entity has consented to such disclosure in writing; or
insofar as there is an obligation to disclose the Confidential Information due to legal provisions or by order of a competent court, order of a competent authority or other competent governmental body.

4. AVOIDANCCE OF CONFLICTS OF INTEREST

4.1The parties agree that all business opportunities of the Contracting Entity relating to the present and future business of the Contracting Entity, which become known to the Contractor during his Activities with the Contracting Entity, are business opportunities of the Contracting Entity. Accordingly, the Contractor shall inform the Customer of such business opportunities and may not exercise them directly or indirectly in its own interest without the written consent of the Contracting Entity.

5. NON-SOLICITATION

5.1 Any attempt by the Contractor, its affiliates, or its legal representatives to induce the contractors or employees of the Contracting Entity to terminate the contracts or to terminate engagement with the Contracting Entity, as well as any attempt by the Contractor to interfere in the Contracting Entity’s relations with its other contractors and employees, shall be considered harmful to the Contracting Entity. Neither the Contractor nor any of its affiliates nor its legal representatives shall directly or indirectly employ, offer employment to or otherwise entice away the employees or contractors of the Contracting Entity or its affiliates during the term of this agreement, except with the prior written consent of the Contracting Entity. The Contracting Entity may not withhold its consent without good cause.

6. CONTRACTING ENTITY PROTECTION AND PENALTY

6.1 During the term of this agreement, the Contractor undertakes not to use Contracting Entity names, Contracting Entity lists or other Contracting Entity-related data for his own business purposes or to pass them on to third parties, nor to enter into business contacts with the Contracting Entity’s customers directly or through employees or indirectly via third parties, in particular to such customers, to whom the Contractor has been appointed by the Contracting Entity, nor to submit these offers nor to poach them in any other way, nor to participate in such attempts to entice third parties nor to promote this nor to attempt to exploit the Contracting Entity’s business to his own advantage, which the Contracting Entity had, initiated or attempted to initiate with his customers before the end of the activity.

6.2 For each case of culpable violation of the confidentiality obligations, the non-solicitation obligation, the non-competition obligation or the Contracting Entity protection provisions, the Contractor shall pay an appropriate contractual penalty of a maximum of € 10,000.00 to be determined by the Contracting Entity at its reasonable discretion and to be reviewed by the competent court for its fairness. In the event of a continuous violation, the contractual penalty shall be forfeited anew for each month or part thereof. The total amount of the contractual penalty per calendar year shall be limited to € 100,000.00. This shall not affect the Contracting Entity’s right to claim further damages against the Contractor and to demand that further violations cease. Any contractual penalty paid shall be offset against any claims for damages.

6.3 If the Contractor succeeds in proving that the Contracting Entity has not suffered any damage or has suffered less damage, the Contractor shall only be liable to pay damages in the amount of the damage actually suffered.

7. INTELECTUAL PROPERTY AND RIGHTS OF USE

7.1 All industrial property rights, copyrights, trademarks, design patents and utility model rights as well as other intellectual property rights of the Contracting Entity existing at the time of conclusion of this agreement, in particular – but not limited to – secret know-how, remain the exclusive property of the Contracting Entity and in the absence of any express deviating Agreement in the exclusive right of use of the Contracting Entity.

The conclusion of this Agreement and the communication of the Confidential Information, irrespective of whether or not proprietary rights exist in respect thereof, shall not grant the Contractor any ownership, licensing, reproduction, exploitation, use or other rights, either express or implied. This agreement does not give cause to any information obligations or information claims.

7.2 All ownership and rights of use to all confidential information belong exclusively to the Contracting Entity. Accordingly, the Contractor has no rights to the Confidential Information. All work results achieved by him alone or together with other Contractors or employees of the Contracting Entity in fulfillment of or on the occasion of the activity, including the confidential information (co-)developed by him, belong solely to the Contracting Entity and, subject to the following provisions, become the exclusive property of the Contracting Entity.

7.3 Insofar as the Confidential Information developed by the Contractor is subject to copyright protection, the Contractor hereby declares, to the extent legally permissible, that it waives all rights it may have in relation to the Confidential Information and grants the Contracting Entity the exclusive, perpetual and in all respects unrestricted right of exploitation and use for all known and as yet unknown types of use. This includes in particular the right to reproduce the aforementioned Confidential Information without the express consent of the Contractor, to transfer it to image, sound and data carriers, to distribute it, to process it, to transform it or to translate it and to publish and exploit it in modified form or in the original. Furthermore, the Contracting Entity is authorised, without separate consent for each individual case, to transfer this right in whole or in part to others or to grant others rights of use. The same shall apply to any legal successors. The above provisions shall continue to apply for an unlimited period of time after the termination of this agreement. For the treatment of copyrights to computer programs, the provisions in Sections §§ 69a – 69g of the German Copyright Act shall apply in addition.

7.4 All claims for remuneration of the Contractor for the transfer of the above rights to the Contracting Entity shall be settled by the remuneration of the Contractor agreed in the service or work contract. If there is no service contract or contract for work and services between the parties, claims for remuneration shall also be excluded in such a case. Without prejudice to applicable mandatory statutory provisions, the contractor shall not be entitled to an adjustment of the agreed remuneration or to payment of further remuneration.

7.5 The Contractor undertakes to disclose immediately to the Contracting Entity all confidential information developed by him independently or in cooperation with other Contractors or employees of the Contracting Entity in fulfillment or on the occasion of the activity.

7.6 The Contractor undertakes, both during the duration of the activity and thereafter, to support the Contracting Entity on request in the acquisition of property rights and to make all necessary declarations.

This Agreement shall not apply to Confidential Information that:

(a) do not relate to the current or demonstrably expected business of the Contracting Entity;

(b) do not relate to the actual or demonstrably expected processes, research or developments of the Contracting Entity;

and

do not result from the work performed by the Contractor for the Contracting Entity.

8. RETURN OF CONFIDENTIAL INFORMATION

8.1 The Contractor undertakes, at the request of the Contracting Entity or, insofar as the Contractor no longer needs the Confidential Information, or after the termination of this Agreement, or after the termination of the activity, to give the Contracting Entity all (i) business documents including all other objects, documents, floppy disks, other information carriers, to immediately transfer data processing programs or other materials including copies and (ii) to immediately delete data and software, including source and object codes, which the Contractor has created in connection with its activities for the Contracting Entity has received from the latter or from a third party or has produced or developed itself and who:

contain or be derived from any ideas, concepts, works or trade secrets and other proprietary and confidential information within the meaning of this Agreement; or
are in connection with the activity of the Contractor in the service of the Contracting Entity or were derived from it.

8.2 A right of retention is excluded. At the request of the Contracting Entity, the Contractor shall submit a written declaration of the fulfilment of its return and destruction obligations.

9. INFORMATION OBLIGATIONS

9.1 In the event that Contractor is required to disclose any part of the Confidential Information in any civil, criminal or administrative proceeding, Contractor shall promptly notify the Contracting Entity in writing of such request so that Contracting Entity may either provide an appropriate remedy or, alternatively, release Contractor from compliance with the terms of this Agreement to the extent necessary for Contractor to comply with its duty to disclose.

9.2 In the event that the Contractor loses the Confidential Information or is unable to keep the Confidential Information secret despite its best efforts, and thereby breaches the provisions of this Agreement, the Contractor shall immediately inform the Contracting Entity thereof and take all necessary measures to recover the Confidential Information lost or disclosed in breach of the duty of confidentiality.

9.3 The addresses of the parties to this Agreement, to which all communications must be sent, are as follows:

On behalf of the Bhakti Event:
- [First and last name]: Fabian Leuzinger
- [Telephone number]: +49 06124/609-112
- [e-mail address]: Fabian.leuzinger@bhaktimarga.org
Contractor:
- [First and last name]:
- [Telephone number]:
- [e-mail address]:

9.4 The Contractor undertakes to inform the Contracting Entity immediately of any changes to his address.

10. DISCLAIMER

10.1In providing the Confidential Information, the Contracting Entity assums no liability, express or implied, for the usefulness, adequacy, completeness or accuracy of the Confidential Information communicated by it under this Agreement. Liability based on mandatory statutory provisions shall remain unaffected.

11. ADDITIONAL AGREEMENT

11.1The parties agree that there is no obligation to enter into the main contract as a result of this Agreement (Letter of intent LOI).

12. TERM OF THE AGREEMENT

12.1This Agreement shall enter into force upon signature by all parties and shall terminate, without the need for notice of termination, on the date on which the Contractor’s employment with the Contracting Entity ends. Unless otherwise provided for in this Agreement, all rights and obligations under this Agreement are valid for indefinite period of time.

12.2 In case where the Contractor is not bound to the Contracting Entity by the employment or any other contract under which he performs the Activities then all rights and obligations under this Agreement are valid for indefinite period of time.

13. TRANSFER OF RIGHTS AND OBLIGATIONS

13.1Rights and obligations under this agreement may not be transferred in whole or in part by one party to a third party without the prior express written consent of the other party, except in the case of a change of name, a merger with another company or another form of transformation.

14. Written form

14.1 Any amendments to the Agreement shall be made in writing under pain of nullity.

15. APPLICABLE LAW

15.1 This Agreement will be governed by and construed in accordance with German law and the Contractor hereby irrevocably submits to the non-exclusive jurisdiction of the German courts. The submission to such jurisdiction will not (and will not be construed so as to) limit the right of Bhakti Event to take proceedings against the Contractor in any other court of competent jurisdiction, nor will the taking of proceedings by Bhakti Event in any one or more jurisdictions preclude the taking of proceedings by Bhakti Event in any other jurisdiction, whether concurrently or not.

15.2 In matters not covered by the Agreement, the generally applicable provisions of German law shall apply, and the application of the rules of private international law is excluded.

16. GENERAL PROVISIONS

16.1 This Agreement shall be drawn up in two identical documents and signed by both parties, each party receiving one document.

16.2 If any provision of this Agreement is or becomes invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties agree that in place of the invalid provision, a valid provision shall be deemed to have been agreed which comes as close as possible to the economic purpose originally pursued by the parties with the invalid provision. In particular, it shall be taken into account that it is the Contractor’s intention to guarantee the Contracting Entity the most comprehensive protection of the Confidential Information possible. The same shall apply in the event of an actually unenforceable provision or a loophole in this Agreement.

16.3 If, in the event of a breach of the provisions of the Agreement by the Contractor, the Contracting Entity does not exercise immediately or only partially any of its rights under this Agreement, this shall (a) not be deemed a waiver of such right and (b) shall not prejudice Contracting Entity in enforcing its rights in the event of Contractor’s future breaches of this Agreement.

16.4 The provisions made in this Agreement are conclusive. No verbal or written collateral agreements have been made.

16.5 If any of the Parties changes their address, a notice sent to their previous address, before receiving by the sending Party a written notice of change of the address, shall be deemed to be effectively delivered to the Party who has changed the address.

16.6 The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement.16.7 If the Parties are unable to resolve a dispute in line with clause 16.6 above, any dispute will be resolved by the court having jurisdiction for disputes relating to the Agreement, which shall be the court with jurisdiction over the registered seat of Bhakti Event.