Archer Daniels Midland Company
ADM International Sàrl
A One Business Center
La Pièce 3
CH-1180 Rolle
Switzerland
Confidentiality Agreement
This Agreement, dated July 1st 2016, by and between:
ADM International Sàrl, A One Business Center, La Pièce 3, CH-1180 Rolle, Switzerland,
hereinafter referred to as “ADM”,
and
[please insert name of company and address]
hereinafter referred to as “Carrier”.
Individually also referred to as “Party” and mutually also referred to as “Parties”.
Each on behalf of Themselves and Their Affiliates.
Witnesseth:
Whereas, ADM possesses certain proprietary information relating to the Request for
Quotation (RFQ) which for the sake of this Agreement includes any of its preparatory stages
such as the Request for Information (RFI) as well as any post-processing stages, or any
analogous terminology such as Freight Tender (the "Confidential Information");
Whereas, ADM may disclose the Confidential Information to the Carrier but desires to
protect the confidential, proprietary and trade secret status of the Confidential Information; and
Whereas, the Carrier is desirous of receiving and reviewing the Confidential Information
for the limited purpose of participating in the RFQ for freight rates for transports;
Now, therefore, in consideration of the premises and the mutual promises contained
herein, the Parties agree as follows:
1. Confidential Information
The Carrier shall keep any Confidential Information disclosed in conjunction with the RFQ
completely and strictly confidential and shall not disclose any of the Confidential Information
to others and may disclose the Confidential Information only to its officers and/or employees
who reasonably require knowledge of the Confidential Information for the purpose of the RFQ
and have a secrecy obligation to the Carrier, in which case such officers and/or employees
shall only use the Confidential Information for such limited purpose.
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Archer Daniels Midland Company
ADM International Sàrl
A One Business Center
La Pièce 3
CH-1180 Rolle
Switzerland
The Carrier shall not forward or distribute any Confidential Information, including but not limited
to shipment data, shipment quantities, loading and delivery places, not even if anonymized,
through own tender portals, mass mailings or other freight procurement tools without prior
written consent of ADM.
The Carrier acknowledges that:
a) The Confidential Information constitutes a valuable trade secret of ADM;
b) Any unauthorized disclosure or use of such Confidential Information by the Carrier will
cause irreparable harm to ADM.
The Carrier shall use or allow such Confidential Information to be used only in a manner
consistent with the terms and conditions of the RFQ. In particular, the Carrier shall use best
commercial security practices to protect unauthorized disclosure to third parties of Confidential
Information, no less than those it employs with respect to its own similar information.
Confidential Information shall include, but not be limited to, the physical and chemical
characteristics of compounds, product specifications, manufacturing processes and
operations, compositions, formulations, safety and efficacy data, marketing and financial data,
know-how, trade secrets, freight rates, transport lanes, ideas and other information of a
technical, scientific, or economic nature. Personal information (for example names, postal and
e-mail addresses, telephone numbers etc.) relating to individuals, including ADM’s customers,
suppliers and employees shall also be considered Confidential Information of ADM.
2. Exceptions
Confidential Information disclosed shall remain confidential unless and to the extent that:
a) The Confidential Information was in the public domain at the time of disclosure to
the carrier;
b) The Confidential Information becomes public knowledge without any violation of
this Agreement by the Carrier;
c) The Carrier receives the Confidential Information from a third party not privy to this
Agreement as a matter of right and not in violation of the confidential relationship
created under this agreement nor in violation of any obligations to ADM;
d) The Confidential Information was lawfully in the Carrier’s possession before
Carrier’s receipt of the Confidential Information from ADM and was not acquired
directly or indirectly from ADM or any other member of the ADM group or from a
third party under an obligation of confidence;
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Archer Daniels Midland Company
ADM International Sàrl
A One Business Center
La Pièce 3
CH-1180 Rolle
Switzerland
e) ADM approves release of the Confidential Information by written authorization.
3. Disclosure in Judicial or Administrative Proceeding
Without the prior written permission of ADM, the Carrier shall not disclose the Confidential
Information. If the Carrier is required to produce the Confidential Information by law,
governmental proceeding or court order, the Carrier may disclose such Confidential
Information without liability hereunder; provided, however, before disclosing any Confidential
Information, the Carrier shall notify ADM promptly of any such proceeding or court.
4. Return of Material
At any time upon ADM’s request, the Carrier shall immediately return all Confidential
Information provided by ADM and all information developed therefrom from which the
Confidential Information is revealed or could be ascertained. An officer of the Carrier shall
certify that the Carrier has complied with the provision of this clause upon the Carrier’s return
of the Confidential Information to ADM.
5. Penalty
In the event that the Carrier violates any obligation under this Confidentiality Agreement, ADM
shall be entitled to claim a penalty in the amount of EUR 50,000 (EUR fifty thousand) per
violation. The payment of such penalty shall not release the Carrier from its obligation to further
comply with this Confidentiality Agreement, nor shall it constitute a waiver of any other rights
ADM might be entitled to.
6. Officers and Employees
The Carrier shall be completely responsible for maintaining the secrecy and confidentiality of
the Confidential Information disclosed to the Carrier in accordance with the terms of this
Agreement and shall be responsible for the actions and activities of all of the Carrier’s officers
and employees working with or otherwise having access to the Confidential Information.
7. Governing Law
Each Party hereby irrevocably agrees that the Courts of Switzerland, Vaud canton shall have
exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or
in relation to this Agreement or breach thereof and that the laws of Switzerland shall govern
such controversy or claim save that ADM may bring proceedings in any country where it
reasonably believes that a breach of this Agreement has taken place or is taking place.
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Archer Daniels Midland Company
ADM International Sàrl
A One Business Center
La Pièce 3
CH-1180 Rolle
Switzerland
8. Term
The non-disclosure obligations and restrictions of the Carrier under this Agreement shall be
effective as of the commencement date of this Agreement and continue for a period of three
(3) years from the date of the last disclosure contemplated in this Agreement.
In witness whereof, the authorized representatives of the Parties have duly executed
this Agreement as of the date first above written.
ADM International Sàrl
[please insert name of company]
By: __________________________
It’s Authorized Representative
By: __________________________
It’s Authorized Representative
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