The latest version was saved by Cristian Nistor on 2009-03-27 13:10:04
BILATERAL CONFIDENTIALITY AGREEMENT
This AGREEMENT effective in (Date) by and between [COMPANY/NAME], a corporation of [COMPANY/HEADQUARTER], having its principal place of business at [COMPANY/ADDRESS] and [COMPANY2/NAME]., an institution having its principal location [COMPANY2/LOCATION].
WHEREAS, [COMPANY/NAME]represents that it now has, or may in the future develop or acquire, certain ideas, concepts, data, or other information which in whole or in part is or will be considered by [COMPANY/NAME] to be proprietary and confidential (hereinafter "[COMPANY/NAME] Confidential Information") relating specifically to business plans, marketing plans, product development plans and manufacturing technology for its (DESCRIPTION OF THE COMPANY BUSINESS).
WHEREAS, [COMPANY2/NAME] represents that it now has, or may in the future develop or acquire, certain ideas, concepts, data, or other information which in whole or in part is or will be considered by [COMPANY2/NAME] to be proprietary and confidential (hereinafter referred to as “[COMPANY2/NAME] Confidential Information”) relating specifically to ophthalmologic lens for the prevention and therapy of retinal neuro-degeneration
WHEREAS, [COMPANY/NAME] and [COMPANY2/NAME] are desirous of exploring the possibility of entering into a business relationship, and [COMPANY/NAME] is willing to provide [COMPANY2/NAME] access to [COMPANY/NAME] Confidential Information, and [COMPANY2/NAME] is willing to provide [COMPANY/NAME] access to [COMPANY2/NAME] Confidential Information, all in order to aid [COMPANY/NAME] and [COMPANY2/NAME] in reaching a decision concerning such potential business relationship.
NOW, THEREFORE, in consideration of the premises, and the mutual covenants contained herein, the parties agree as follows:
1. The [COMPANY/NAME] Confidential Information and the [COMPANY2/NAME] Confidential Information may sometimes hereinafter be referred to collectively as "Confidential Information".
2. This Agreement provides only for the handling and protecting of Confidential Information and shall not be construed as a teaming, joint venture, or any other such arrangement.
3. In order for Confidential Information to be covered by this Agreement (a) any written information (including information stored on tapes and disks) must be prominently identified on the face thereof as Confidential Information to the disclosing party by appropriate legend, stamp or other marking, and (b) any oral information must be described in reasonable detail in writing, identified as Confidential Information and transmitted to the receiving party within thirty (30) days of the date of oral disclosure to the receiving party.
4. The receiving party shall take all reasonable steps to preserve any and all Confidential Information received from the disclosing party pursuant to this Agreement. The receiving party will disclose the Confidential Information only to those employees, agents and consultants whose work requires such disclosure and who have agreed in writing to maintain such Confidential Information in confidence. The receiving party shall not otherwise use, copy, or disclose (either internally or to third parties) such Confidential Information.
5. Notwithstanding any other provisions of this Agreement, the receiving party shall not be liable for disclosure of any Confidential Information of the disclosing party and the non-use obligations shall not apply to any such Confidential Information if the same:
a. is not identified as Confidential Information in accordance with this Agreement, or
b. is now in or hereafter comes into the public domain without breach of this Agreement and through no fault of the receiving party, or
c. is properly and lawfully known to the receiving party prior to the effective date of this Agreement without an obligation of confidentiality to the other party, or
d. subsequent to disclosure hereunder, is lawfully received by the receiving party from a third party whose rights therein are without any restriction to disseminate the Confidential Information, or
e. is developed by employees, agents, or consultants of the receiving party independently of and without reference to any Confidential Information of the disclosing party, or
f. is communicated by the disclosing party to a third party free of any obligation of confidence.
6. The disclosure of [COMPANY/NAME] Confidential Information by [COMPANY/NAME] to [COMPANY2/NAME] and the disclosure of the [COMPANY2/NAME] Confidential Information by [COMPANY2/NAME] to [COMPANY/NAME] shall not result in any obligation on the part of either party to enter into any future agreement relating to such Confidential Information or to undertake any other obligation not set forth in a written agreement signed by the parties hereto. Neither the execution and delivery of this Agreement nor the delivery of any Confidential Information hereunder shall be construed as granting by implication, estoppel or otherwise, any right in or license under any present or future invention, trade secret, trademark, copyright, or patent, now or hereafter owned or controlled by either party hereto.
7. This Agreement may be terminated by either party by giving thirty (30) days written notice to the other party, and, unless sooner terminated, shall automatically terminate twelve (12) months from the effective date hereof. However, the receiving party's obligation to protect previously received Confidential Information shall survive for three (3) years from the date of receipt of such Confidential Information.
8. All Confidential Information identified in accordance with the provisions of Paragraph 3 shall remain the property of the disclosing party and shall be returned to the disclosing party or or destroyed promptly upon written request and, in any event, upon termination, provided that each party may retain one copy of the disclosing party's Confidential Information for legal archival purposes only. The disclosing party's failure to request such return or destruction, shall not relieve the receiving party of its confidentiality obligations under this Agreement.
9. This Agreement contains the entire understanding relative to the protection of Confidential Information covered by this Agreement and supersedes all prior and collateral communications, reports, and understandings, if any, between the parties regarding such Confidential Information. No modifications, or addition to any provision hereof shall be binding unless in writing and signed by the parties. This Agreement shall apply in lieu of and notwithstanding any specific terms contained in any legend or statement associated with any particular Confidential Information exchanged, and the duties of the parties shall be determined exclusively by the terms and conditions herein.
10. This Agreement is non-assignable and any attempt or purported assignment of any rights hereunder by either party shall be null and void, except that either party may assign the Agreement to a successor or assignee of its business division to which this Agreement pertains, provided that appropriate notice is given to the other party.
11. This Agreement shall be governed by and interpreted in accordance with the laws of the Spain without reference to its conflict of law or choice of law rules.