Preamble
WHEREAS, the Parties respectively own certain non-public, confidential and/or proprietary technical, scientific and financial information, data, product samples and/or knowhow etc. relating to certain chemicals, ingredients, formula and regulations ("INFORMATION");
WHEREAS, the Parties are interested in having access to the INFORMATION in order to cooperate with each other (“PURPOSE”).
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the Parties agree as follows:
1.Under the conditions of this Agreement, the Parties are willing to disclose to each other certain INFORMATION for the PURPOSE.
2.The Parties agree to strictly keep secret any and all INFORMATION received directly or indirectly, in whole or in details from each other. Such INFORMATION may be in any form including but not limited to written, printed information or information in electronic form.
3.The obligation to maintain confidentiality under this Agreement does not apply to INFORMATION, which:
a)at the time of disclosure was in the public domain; or
b)is or comes in the public domain other than as a result of a breach of this Agreement by Parties; or
c)as either Party can establish by competent proof, was in its possession at the time of disclosure by the other Party and had not been received directly or indirectly from the other Party; or
d)one Party after disclosure hereunder lawfully received from a third party which was to the best of this Party’s knowledge not in breach of an obligation of confidentiality to the other Party or any other party; or
e)is or will be required pursuant to administrative, public law or the PURPOSE to be disclosed to any courts or authorities. In such case one Partywill - as far as legally permitted – inform the other Party immediately in writing and use its best efforts to minimize the extent of INFORMATION which has to be disclosed to the courts and/or authorities.
4.Either Partywarrants to use the other Party’s INFORMATION received hereunder only for the PURPOSE and to return immediately on the other Party request all written or tangible INFORMATION to this Party, except that one copy of such INFORMATION may be kept by this Partyin its confidential files for record purposes.
5.Either Partyundertakes to restrict the disclosure of the INFORMATION to such of its officers, employees and representatives who need to know such INFORMATION for the PURPOSE. Either Partyshall bind such officers, employees and representatives by secrecy obligations no less stringent than those undertaken hereunder.
6.In case one Partyneeds assistance from a third party for the PURPOSE, it shall disclose INFORMATION to such third party only after having obtained the other Party's prior written consent. This Partyis obliged to bind such third party by a confidentiality agreement at least equivalent to the present one.
7.Nothing herein contained shall be construed as an obligation of either Party to enter into any further agreement with the other Party relating to the INFORMATION or as a grant by either Party of a license or other rights to theother Partyto use the INFORMATION outside the PURPOSE.
8.In the event of either Party supplying to the other Partyany product samples to carry out an evaluation, either Partyshall ensure that the product samples and any product made using these samples and every part of the samples and such product:
a)are not passed to a third party and are passed only to those of the other Party’s officers and employees, who need to have the same in order to carry out the evaluation; and
b)are used only for the PURPOSE; and
c)are not subjected to any process of analysis other than agreed to between the Parties.
Either Partyshall treat as INFORMATION any information derived from the product samples or from any product made using the samples. Either Partyshall send to the other Party such parts of the samples and of any product made with the samples as remain after the evaluation.
9.This Agreement and the obligations set forth herein enter into force on the date of signature by the authorised representatives of the Parties and shall remain in full force and effect for a period of 10 (ten) years.
- If any provision hereof is or becomes at any time illegal, invalid or unenforceable in any respect or if an unintentional gap in the provisions of this Agreement turns out, neither the legality, validity nor enforceability of the remaining provisions hereof shall in any way be affected or impaired thereby. The Parties hereto undertake to substitute any illegal, invalid or unenforceable provision or close an unintentional gap by a provision which is as far as possible commercially equivalent considering the legal interests and the PURPOSE.
- Modifications and/or amendments of this Agreement require written form signed by the authorised representatives of the Parties. The requirement of written form can only be waived in writing by the authorised representatives of the Parties.
12.This Agreement is governed in all respects by relevant laws in the Republic ofIreland.
Any dispute which may arise between the Parties in relation to this Agreement shall be settled amicably between the Parties. If contrary to expectation, no amicable settlement can be reached, both Parties hereto agree to submit to the jurisdiction of the court of the Republic ofIreland.
Accepted and signed on behalf of
CIRSName: / Name: David Wan / 万白羽
Title: / Title: Department Manager
Date:___/____/______/ Date:___/____/______
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