SECRECY AGREEMENT
Between [Company name], sited in [Company address] and VAT number [Company VAT number]and KYMOS PHARMA SERVICES, S.L., sited in ParcTecnològic del Vallès, Ronda Can Fatjó, 7-B. 08290Cerdanyola delVallès. Barcelona. Spain and VAT numer B62170337, along with any of its affiliates.
Both Parties are hereinafter referred to as the “Disclosing Party” and the “Receiving Party” or the “Recipient”, as the case may be.
WHEREAS the Parties wish to investigate a potential business relationship regarding (please describe briefly the business), hereinafter “the Project”), and in connection with the Project, each Party will be providing to the other Party certain non-public, proprietary information (“the INFORMATION”), as herein defined, the confidentiality of which must be guaranteed.
ARTICLE 1 - DEFINITION OF INFORMATION
1.1INFORMATION shall mean any and all information disclosed by the Disclosing Party to the Recipient in oral, visual, written, or electronic form under this Agreement. INFORMATION shall also mean any and all technical or non-technical information obtained in any form by the Recipient during observation or examination of the information including, but not limited to, technical processes, specifications, know-how, formulae, assays, manufacturing techniques, financial information,pricing list, sales and marketing information, material or data.
ARTICLE 2 - term
2.1This Agreement will come into force and become effective as of [Date](hereinafter referred to as the “Effective Date”) and shall automatically expire without further notice two (2) years from the Effective Date.
2.2This Agreement may be terminated by either Party at any time during the above term with thirty (30) days written notice.
ARTICLE 3 - CONFIDENTIALITY
3.1In consideration of any disclosure at any time by the Disclosing Party to the Recipient of INFORMATION in whatever form,the Recipient undertakes an obligation to treat all received INFORMATION under this Agreement as strictly confidential during the term of the Agreement and for a period of five (5) years from the termination or expiration of this Agreement.
Therefore, the Recipient shall not disclose INFORMATION to any third party without the prior written and express consent of the Disclosing Party and, as a minimum treat INFORMATION in the same manner and with the same degree of care as the Recipient treats its own confidential information. Furthermore, the Recipient undertakes an obligation not to make use of INFORMATION without the prior written and express consent of the Disclosing Party in each case, except as specifically provided for in this Agreement.
3.2The Recipient may disclose INFORMATION only to employees, affiliates and externaladvisors who need to know in order to carry out the evaluations under this Agreement, provided that such persons are bound by obligations of confidentiality and non-use to the Recipient on equal terms as of this Agreement. The Recipient shall ensure that such employees, affiliates and advisors be fully aware of the obligations of this Agreement and shall be responsible and liable for any breach of these provisions by its employees, affiliates andadvisors.
ARTICLE 4 - NON-Disclosure and exceptions
4.1The obligations set forth in Article 3 above shall not apply to:
a) INFORMATION that at the time of disclosure is already in the public domain;
b) INFORMATION that, after disclosure, becomes part of the public domain through no violation of this Agreement;
c)INFORMATION that the Recipient is able to prove to have been in its possession of prior to disclosure.
d)INFORMATION which is hereafter lawfully disclosed by a third party to the Recipient, which information such third party did not acquire under a still effective obligation of confidentiality to the Disclosing Party;
e)INFORMATION that can be demonstrated as independently developed or acquired by the Recipient without reference to or reliance upon INFORMATION defined in this Agreement, as evidenced by the Recipient's written records;
f)INFORMATION disclosed to the extent required by law or regulation, provided that the Recipient shall give the Disclosing Party prompt written notice so that it may use the appropriate means to prevent said revelation. If it is not possible, the recipient will use all its best efforts to reveal exclusively the part of INFORMATION which is legally required to comply with the law or regulation.
ARTICLE 5 - Use of Information
5.1The Recipient shall not use INFORMATION for any purpose other than to assess and/or work for the Project.
5.2INFORMATION is the sole property of the Disclosing Party and nothing in this Agreement shall be construed as granting to the Recipient, by implication or otherwise, any right or license with respect to INFORMATION or any patent applications, patents or any claims of patent now or hereafter filed or issued with respect to INFORMATION and the Recipient is obligated to refrain from filing applications or otherwise seeking proprietary rights and protection in respect of INFORMATION.
5.3Upon request from the Disclosing Party, the Recipient undertakes to return to the Disclosing Party or destroy, at the Disclosing Party’s discretion, all INFORMATION received hereunder and any material, data, and results derived from such INFORMATION and all copies hereof. Recipient may, however, retain one (1) archival copy of INFORMATION solely for the purpose of assuring its compliance with its obligations under this Agreement and shall not be due to destroy any computer file stored securely by the Recipient and created during automatic system back-up.
5.4Except as expressly set forth herein or other agreement relating to INFORMATION between the Parties, neither Party shall incur any obligation or liability to the other Party merely by disclosing or receiving INFORMATION.
5.5The Recipient acknowledges that INFORMATION is provided “as is” and without any representation or warranty, express or implied, as to the accuracy or completeness of INFORMATION, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose, or any warranty that the use of INFORMATION will not infringe or violate any patent or other proprietary rights of any third party.
ARTICLE 6–APPLICABLE LAW AND JURISDICTION
6.1The parties shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement by negotiation. All disputes arising in connection with this Agreement, which cannot be settled amicably, shall be exclusively settled by the court competent in the district where the registered office of the defendant is situated in accordance with the applicable laws of such district without giving effect to the principles of conflicts of law thereof.
ARTICLE 7 – MISCELLANEOUS
7.1This Agreement may not be assigned by either party without the consent of the other, except that either party may, without such consent, assign this Agreement and the rights, obligations and interests of such partyto any purchaser or other transferee (including affiliates) of all or substantially all of its assets in the line of business to which this Agreement pertains, or to any successor corporation resulting from any merger or consolidation of such party with or into another entity.
7.2.No modifications to this Agreement shall take effect other than that formulated in writing and signed by both Parties.
By [Company name]By KYMOS PHARMA SERVICES, S.L.
Name:[Name]Name: Joan Puig de Dou
Position:[Position]Position:Chief Executive Officer
Date:[Date of signature]Date:
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