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Model acord confidencialitat Data Revisió:02/06/2008 Servei de Recerca CONFIDENTIALITY AGREEMENT BETWEEN ................................... AND POMPEU FABRA UNIVERSITY Barcelona, ..................... BETWEEN Of the one part, POMPEU FABRA UNIVERSITY (hereinafter “the University”), holder of Fiscal Identification Number (NIF) Q-5850017-D, with its registered office at Plaça de la Mercè núm. 10-12, Barcelona, Spain, represented by its vice-rector for Science Policy, Dr. Teresa García-Milà Lloveras, in virtue of the powers vested in him by the University Statutes, pursuant to Decree 209/2003, of 9 September, and delegation by the Rector by means of the Resolution of 16 March 2009. And of the other part, ....................... (hereinafter “the Company”), holder of Fiscal Identification Code (CIF) ....................., with its registered office at ...................... (full postal address) and represented by ................................. (name and surname(s)) in his/her capacity as ...................... (post), ......................... holder of Fiscal Identification Number (NIF) ………….. Both parties recognise each other’s sufficient legal capacity to sign this document. THEY STATE REHEARSALS Whereas the Company and the Department of ........ of the University are interested in signing a research and development contract and until this contract is made they will have to exchange information which may be of a confidential nature and/or subject to property rights. They therefore agree the following: CLAUSES One: Purpose 1/3 Model acord confidencialitat Data Revisió:02/06/2008 Servei de Recerca The object of this Agreement is to establish the terms and conditions under which the parties shall maintain the confidentiality of the information furnished to each other. This Agreement does not constitute a licence agreement, development contract or any other similar agreement. The obligations of the parties are expressly established in this document. Two: Definitions In this Confidentiality Agreement, the term “Project” refers to the ......... research project in regard of which the parties are negotiating the possible signing of a contract/agreement. The term “information” refers exclusively to confidential information concerning the Project exchanged between the Company and the University while this Agreement is in force in a tangible form such as written documents, outlines, diagrams, drawings, photographs, magnetic media and models (or which is converted into tangible form and as such handed over to the Company) and which has been clearly identified as confidential when communicated or handed over. Three: Confidentiality. The Company and the Department of ............. agree that any information exchanged between the parties shall be kept confidential in accordance with the terms and conditions hereunder: The receiving party shall keep the information confidential and shall avoid disclosing it to any person or persons other than employees or authorised subcontractors. The preceding paragraph shall not apply when: The receiving party is able to demonstrate that it already knew the information received. The information received is in, or comes into, the public domain otherwise than by disclosure or default by the receiving party. The information received comes from a third party who does not require secrecy. The receiving party obtains prior authorisation in writing to disclose the information received. The receiving party is required by the Authorities to disclose the information received. In such a case, the disclosing party shall be immediately notified of this circumstance. 2/3 Model acord confidencialitat Data Revisió:02/06/2008 Servei de Recerca The receiving party shall be responsible for ensuring that its employees abide by the limitations set out in the foregoing paragraphs. This Confidentiality Agreement shall itself be confidential. All information exchanged between the parties shall be in written form and the receipt of such shall be acknowledged by the receiver’s signing for it. Minutes shall be taken of the meetings held by the parties during the process and recording the items dealt with at these meetings. The minutes shall be signed by those attending. Four: Term This Agreement shall remain in force throughout the period during which the parties exchange information that is not subject to a research contract, licence or technical assistance agreement. In the event of there being no contractual relationship, the information shall be kept confidential for xxxx from the date it is received. Either party may require the other to return the confidential information furnished and the party so requested shall do so immediately and undertake to destroy all tangible copies of this information. Five: Property rights. All the exchanged information shall remain the exclusive property of the party from which it comes and the granting of a licence is not required for this exchange. Neither of the parties shall use the information of the other party for its own purposes. Six: Amendment or termination of the Agreement This Agreement may be amended or terminated with the express consent of both parties recorded in a written document mentioning the parties’ wish to amend or terminate this Agreement. Seven: Jurisdiction. The Company and the University undertake to resolve amicably any disagreement arising out of the performance of this Agreement. In the event of any dispute, both parties agree to submit to the courts of Barcelona. 3/3 Model acord confidencialitat Data Revisió:02/06/2008 Servei de Recerca And as proof of their agreement with all herein contained, they put their hands to this document in duplicate in the place and on the date first herein written. For the University For the Company Dr. Teresa García-Milà Lloveras Vice-rector for Science Policy ....................... 4/3