Vilu Travel Designers

Annex D - NDA


Confidentiality Agreement (the ?Agreement?) dated from from which celebrate (the ?Commission Merchant?) and JME Travel, S.A.P.I. de C.V. (?JME? and jointly with the Commissioning Agent, the ?Parts? and each one individually, a ?Part?), according to the following Declarations and Clauses.

  1. Declares the Receiving Party, in its own right, that:

(a) is a natural person of the following nationalities and has the legal capacity to enter into this Agreement.

(b) acknowledges that in its capacity as an Agent of the Disclosing Party, it has delivered or made available to it (and will deliver and make available) either directly or indirectly, certain Confidential Information (as such term is defined below) necessary for the maintenance and/or performance of the legal relationship between the Disclosing Party and its Clients (as such term is defined below), which it shall keep confidential in terms of this Agreement;

(c) acknowledges and understands that the Confidential Information is information belonging to the Disclosing Party's Clients, which qualifies as ?personal data? and/or ?sensitive personal data? of such Clients in terms of the Federal Law for the Protection of Personal Data in Possession of Individuals (the ?Law?);

(d) that you have read and understand the privacy notice posted on the Disclosing Party's website (as the same may be amended from time to time, the ?Privacy Policy?); y

(e) has no contractual or legal obligation to disclose the Confidential Information to any person, nor the intention to disclose it to any person, at any time, except for the exceptions set forth in this Agreement.

  1. The Disclosing Party declares, through its representative, that:

(a) is a limited liability company with variable capital duly incorporated under the laws of Mexico, as evidenced by public deed number 62,687 dated July 25, 2019, executed before the faith of Arturo Talavera Autrique, Notary Public 122 of Mexico City, whose first testimony was registered in the Public Registry of Commerce of Naucalpan, State of Mexico under electronic mercantile folio number; and

(b) its agent has the authority to enter into this Agreement, which authority has not been modified, limited or revoked in any way.

NOW THEREFORE, the Parties are bound in terms of the following:

Clauses

  1. Definitions. In this Agreement, the terms listed below shall have the following meanings:

1.1. ?Customer? means (a) any client of the Disclosing Party (even if the legal relationship between the Disclosing Party and such client has terminated) and/or (b) any person to whom the Disclosing Party provides services or potentially may provide services to; and/or (c) any person who has contacted the Disclosing Party or who has been contacted by the Disclosing Party for services potentially to be provided by the Disclosing Party.

1.2 ?Confidential Information? means, with respect to each and every Client, all information that any of the Clients (or their Representatives) transmits or has transmitted (or makes available or has made available) to the Disclosing Party, whether before or after the execution of this Agreement, necessary for the maintenance and/or performance of the legal relationship between the Disclosing Party and each such Client, whether such disclosure is or has been made in written, oral or electronic form (or such information that has been obtained or is obtained by the Receiving Party as a result of having had access to the Disclosing Party's facilities, files and/or database), consisting of, but not limited to (i) personal data, sensitive personal data and/or information of a legal, banking, administrative, business, accounting and/or financial nature of the Clients; and (ii) in general, all information related to the operations or potential operations of the Disclosing Party with respect to its Clients, as well as all information related to the services it provides, and the products sold by the Disclosing Party to its Clients or potential Clients, whatever their type or nature.

1.3. ?Mexico? means the United Mexican States.

1.4 ?Representative? means, in relation to any Client, their respective directors, officers, partners, shareholders, members, employees, auditors and advisors.

 

  1. Confidentiality and Confidential Use of Confidential Information. The Receiving Party hereby undertakes to:

2.1. To treat all Confidential Information referred to in this Agreement in a strictly private and confidential manner in accordance with the terms of the Privacy Notice and the Law, and undertakes to protect it in order to prevent unauthorized access by third parties, in the understanding that the Confidential Information may not be disclosed by the Receiving Party to any person except with the prior written consent of the Disclosing Party.

2.2 Not to use the Confidential Information, except with the prior approval of the Disclosing Party.

2.3. Inform the Disclosing Party immediately if the Receiving Party becomes aware that Confidential Information has been disclosed to, or obtained by, an unauthorized third party.

2.4 Not to make any copy of the Confidential Information or reproduce in any form the Confidential Information except with the authorization of the Disclosing Party and always in compliance with the provisions of the Privacy Notice and the Law.

 

  1. Safeguarding Confidential Information. The Receiving Party shall safeguard the Confidential Information with at least the same degree of care and attention that it uses to protect its own confidential information, personal data and/or sensitive personal data, as well as employ and adhere at all times to any security measures that the Receiving Party itself has implemented to safeguard the Confidential Information.

 

  1. Indemnification. The Receiving Party agrees to indemnify, hold harmless and hold harmless the Disclosing Party, as well as the Disclosing Party's representatives, managers, officers, employees, successors and assigns from and against all claims, demands, adverse judgments, losses, injuries, costs, expenses, proceedings, and/or damages, including reasonable attorneys' fees (collectively the ?Claims?) arising out of or in connection with any breach by the Receiving Party of this Agreement, the Privacy Notice or its obligations under the Law.

 

  1. Return of Confidential Information. Upon receipt of a written request from the Disclosing Party, the Receiving Party shall :
  • Return or destroy all Confidential Information in writing or on physical or electronic media, regardless of whether the Confidential Information was delivered or disclosed before or after the execution of this Agreement, without keeping any copies of it;
  • destroy all compilations, notes or other documents if they contain, reflect or are derived from the Confidential Information, regardless of whether the Confidential Information was delivered or disclosed before or after the execution of this Agreement;
  • remove any Confidential Information from any computer, word processor or any other device, regardless of whether the Confidential Information was delivered or disclosed before or after the execution of this Agreement; and
  • upon request of the Disclosing Party, deliver a certification signed by the Receiving Party confirming that, to the best of its knowledge and belief, it has made all necessary verifications and that the requirements of this Clause 5 have been duly complied with.

 

  1. Ownership of Confidential Information. The Confidential Information is the property of the respective Clients and/or the Disclosing Party, as the case may be, and its disclosure does not give the Receiving Party any right of any kind, either express or implied, over the Confidential Information. The Receiving Party expressly acknowledges that the Confidential Information constitutes personal data and/or sensitive personal data of the Clients of the Disclosing Party and its treatment shall be protected in accordance with the Law and other applicable regulations.

 

  1. Validity. This Agreement shall remain in effect as of the execution hereof and shall terminate 5 years after the Receiving Party's Merchant Commission agreement with the Disclosing Party or any of its subsidiaries or affiliates has terminated, except for (a) the confidentiality obligation contained in Clause 2 hereof which shall survive in terms of Article 21 of the Law; and (b) the other obligations contained in Clause 2 and the obligations contained in Clause 4 hereof, which shall survive the termination of this Agreement.
  1. Miscellaneous.

8.1       No Waiver. The failure or delay of any Party in exercising any right under this Agreement shall not be construed or operate as a waiver of such right, nor shall any partial or individual exercise of any right preclude any future exercise of such or any other right. The waiver by either Party of any breach of this Agreement shall not be deemed a waiver of any other future or existing breach.

8.2       Entire Agreement; Severability. This Agreement constitutes the entire agreement between the Parties and supersedes all other drafts, agreements, understandings and undertakings previously made or entered into between them, written or oral, relating solely to the subject matter of this Agreement. If any provision of this Agreement shall be determined to be void or invalid, in whole or in part, the remaining provisions hereof shall not be affected and shall remain in full force and effect to the fullest extent permitted by applicable law.

8.3       Assignment. The Receiving Party may not assign its rights or obligations under this Agreement without the prior written consent of the Disclosing Party.

8.4       Clause Titles. The headings of the clauses of this Agreement are for reference purposes only and, therefore, do not define or limit in any way the content or interpretation thereof.

8.5       Notices and Notifications. All notices and communications arising from this Agreement shall be in writing, and shall be addressed to the addresses and mailing addresses indicated in this Clause. Such notices shall be delivered personally or by e-mail with acknowledgment of receipt, and shall be effective, if delivered personally, on the date of receipt, or if sent by mail, when they are sent and confirmation of receipt has been received.

 

JME TRAVEL SAPI DE CV

  • Blvd Palmas Hills 1, 11-125,
  • Valle de las Palmas
  • Huixquilucan, State of Mexico
  • C.P. 52787, Mexico
  • Telephone: 55 1328 5245
  • E-mail: juan@vilutravel.com
  • Attention: Juan Manuel Ezquerra Osorio

 

COMMISSIONER (Receiving Party)

  • ,
  • C.P.
  • Phone:
  • E-mail:
  • Attention:

 

The Parties expressly agree to give written notice of any change of address at least three (3) business days prior to the date on which such change occurs. If such notice is not given by either Party, any notice shall be valid if given at the last address of record.

 

8.6       Modifications. This Agreement may be amended only by written agreement between the Disclosing Party and the Receiving Party.

8.7       Applicable Law and Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of Mexico. The Parties hereby irrevocably and unconditionally submit exclusively to the jurisdiction of the federal courts in Mexico City for any interpretation, controversy, claim, action or proceeding arising out of or relating to this Agreement and waive any other jurisdiction that by reason of their present or future domicile or otherwise may be applicable to them.

 

By virtue of the foregoing, the Parties hereby sign this Agreement on the date indicated in the foreword of this Agreement.

 

JME Travel, S.A.P.I. de C.V.

 

By:    

Name: Juan Manuel Ezquerra Osorio

Position: Proxy

 

The Commission Agent (Receiving Party)

By:    

Name:

In its own right

Leave this empty:

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Signed by Juan Manuel Ezquerra Osorio
Signed On: 11/03/2024


Signature Certificate
Document name: Annex D - NDA
lock iconUnique Document ID: 4581343ed51fc432688966671badf5af71f6d803
Timestamp Audit
02/28/2024 8:54 pm HSTAnnex D - NDA Uploaded by Juan Manuel Ezquerra Osorio - juan@3.213.208.177 IP 45.235.172.178