Download acord de confidencialitat entre la universitat pompeu fabra i

Model acord confidencialitat
Data Revisió:02/06/2008
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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
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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.
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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.
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Model acord confidencialitat
Data Revisió:02/06/2008
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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
.......................
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