NON-DISCLOSURE AGREEMENT
This Agreement is entered into by and between:
Fondazione Istituto Italiano di Tecnologia (herein after referred to as “IIT”), having its headquarters at Via Morego 30, 16163 Genova, here represented by the Director of Technology Transfer, Mr. Salvatore Majorana, duly authorized for the purpose of the present agreement, and Prof./Dr. ______, Director/Coordinator/PI______, signing for acknowledgement, having read the contents of the present agreement
and
[insert name] [insert address] [insert name of legal representative] (herein after referred to as [insert short name])
collectively referred to hereafter as the “Parties”
WITNESSETH:
WHEREAS, both Parties maintain scientific and business activities in the field of [detail] and intend to consider and review [insert the reason of the exchange of information, such as “a co-operation in the field of…” ];
WHEREAS, it is necessary for the Parties hereto to disclose to each other certain technical, scientific or business information of non-public, proprietary or confidential nature (hereinafter referred to as “Proprietary Information”) in order to enable the evaluation and negotiation of the terms and conditions of such [refer to the co-operation field above];
WHEREAS, the Parties hereto wish to define the terms and conditions which shall govern the exchange of Proprietary Information;
NOW, THEREFORE, the Parties agree as follows:
1. As used in this Agreement the term “Proprietary Information” shall mean any information or data related to [detail], disclosed by either Party to the other, either in writing or orally, including without limitation any written or printed documents, samples, models, or any means of disclosing such Proprietary Information that the Parties may elect to use. Any such information shall be identified in writing at the time of the disclosure by appropriate legend, marking, or positive written identification on the face thereof. Any Proprietary Information which is exchanged orally or in writing, in order to be subject to this Agreement, shall be orally identified as being proprietary at the time of disclosure and such identification shall be confirmed in writing within thirty (30) days after such oral or visual disclosure.
2. Nothing in this Agreement may be construed as compelling either Party hereto to disclose any Proprietary Information to the other, or to enter into any further contractual relationship.
3. The Parties, to the extent of their right to do so, shall disclose only such Proprietary Information which the disclosing Party deems relevant, reliable and appropriate to fulfill the objectives of this Agreement, but they do not make any representation or warranty as to the accuracy or completeness of such Proprietary Information. The Parties hereby represent and warrant that their disclosure of Proprietary Information is not contrary to the laws and regulations of their respective countries.
4. The receiving Party hereby covenants that, from the effective date hereof until [three (3) years] after the expiry date of this Agreement, the Proprietary Information received from the disclosing Party hereunder shall:
a) be protected and kept in strict confidence by the receiving Party which must use the same degree of precaution and safeguard as it uses to protect its own Proprietary Information of like importance, but in no case any less than reasonable care;
b) be only disclosed to and used by those persons within the receiving Party’s organization, including its employees, affiliates, consultants, subcontractors, subsuppliers, agents and other representatives who have (i) a need to know for the purpose specified in this Agreement, (ii) been informed on the confidential nature of the Proprietary Information, and (iii) agreed to be bound by the terms and conditions of this Agreement;
c) not be used in whole or in part without the prior written consent of the disclosing Party for any purpose other than the purpose of this Agreement;
d) neither be copied, nor otherwise be reproduced or duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized in writing by the disclosing Party.
5. Any Proprietary Information and copies thereof disclosed by either Party shall remain the property of the disclosing Party and shall be returned by the receiving Party immediately upon request or termination hereof, except for that portion of the Proprietary Information which is contained in analyses, compilations, studies or other documents prepared by the receiving Party, its employees, agents or representatives; provided, however, that such analyses, compilations, studies or other documents shall be kept confidential according to the terms of this Agreement or shall be, at the request of the disclosing Party, destroyed.
6. Except as aforementioned, the receiving Party shall have no obligation or restriction with respect to any Proprietary Information which the receiving Party can prove by written evidence contained in its files prior to any disclosure that it:
a) has come into the public domain prior to the disclosure to the receiving Party, or comes in the public domain thereafter through no wrongful act of the receiving Party; or
b) is already known to the receiving Party prior to its disclosure by the disclosing Party without being subject to any disclosure restrictions; or
c) has been lawfully received from a third party on a non-confidential basis without restriction or breach of this Agreement; or
d) has been independently developed in good faith by employees of the receiving Party who did not have access to the Proprietary Information; or
e) is approved for release or use by written authorization of the disclosing Party.
7. It is expressly understood and agreed between the Parties that the below listed individuals shall, on behalf of the respective Party, be the sole individuals authorized to receive and/or disclose Proprietary Information under this Agreement:
IIT – [Department]
[Name]
[Address]
Phone: 00 …………
Fax: 00 ……………
[Company]
[Name]
[Address]
Phone: 00 …………
Fax: 00 ……………
8. Each Party shall have the right to designate and authorize from time to time other individuals to receive and/or disclose Proprietary Information under this Agreement by written notice of such change to the other Party.
9. It is expressly understood and agreed that the disclosure of Proprietary Information under this Agreement by either Party to the other shall not be construed as a teaming, joint venture or similar agreement, or as granting to the receiving Party any right whether express or implied, by license or otherwise, on any patent, invention, discovery, copyright, trademark, trade secret rights, etc. to which such Proprietary Information pertains.
10. In the event that the receiving Party or anyone to whom it has disclosed any Proprietary Information pursuant to this Agreement becomes legally compelled to disclose any of the Proprietary Information, it shall promptly notify the disclosing Party thereof in order to enable it to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In any event the receiving Party shall disclose only that portion of the Proprietary Information which, advised by written opinion of counsel, it is legally required to disclose and it shall exercise its best efforts to obtain a protective order or other reliable assurance that the Proprietary Information will be accorded confidential treatment.
11. This Agreement shall enter into force upon its signature by both Parties. This Agreement including all rights and obligations of the Parties, except the obligations specified in art. 12 below, may be terminated by either Party at any time on thirty (30) days prior written notice to the other Party. Unless earlier terminated as aforesaid, this Agreement shall terminate automatically after [one (1) year] from the date of its signature.
12. Termination of this Agreement shall not relieve the receiving Party of the secrecy obligations imposed by art. 4 hereof with respect to Proprietary Information received prior to the date of such termination.
13. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes and cancels all prior representations, negotiations, commitments, undertakings, communications, acceptances, understandings and agreements, whether oral or written, between the Parties with respect to or in connection with any of the matters or things to which this Agreement applies or refers.
14. This Agreement shall be governed by and shall be interpreted in accordance with the laws of ITALY.
Any dispute between the Parties arising out of or in connection with the existence, validity, construction, performance and termination of this Agreement (or any terms thereof), which the Parties are unable to resolve between themselves shall be subject to the exclusive jurisdiction of the Court of GENOVA, in accordance with the provisions of the Italian Code of Civil Procedure.
IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized officers or representatives.
Fondazione Istituto Italiano di Tecnologia / [Company]Mr. Salvatore Majorana
______
Director of Technology Transfer / [Name]
______
[Position]
Date: …………………………. / Date: ………………………….
For acknowledgement
Prof. [name of director/coordinator/PI]
______
Director of [name of dept/center]
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