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OISAIR PROJECT

TWO-WAY CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

(TO BE SIGNED ELECTRONICALLY THROUGH THE INNOVAIR PLATFORM)

This Confidentiality and Non-Disclosure Agreement (hereinafter referred to as the “Agreement”)

dated ……………………….

(“Effective Date”) is made by and between:

1) <Research institution name> with registered offices located in

……………………………,

Tax

registration No ………, represented by ………………………………….., in the legal capacity as

…………………….. Hereinafter referred to as “………………..”

2) <Company name> with registered offices located in ………………………….. Tax registration No.

……………, represented by …………………………., in the legal capacity as …………………………..

Hereinafter referred to as “………………..”

The above parties hereinafter collectively referred to as the “Parties” and individually as a

“Party”.

WHEREAS

The Parties are willing to exchange Confidential Information in the form of certain scientific,

technical and commercial information, that will include confidential and proprietary material

relating to ………………… (the “Field”) and the Receiving Party may use this Confidential

Information for the sole consideration of assessing whether to enter into a potential or proposed

business collaboration with the Disclosing Party for the joint development of the technology

………………………… (the “Permitted Purpose”) subject to the terms and conditions of this

Agreement.

IT IS AGREED as follows:

1.

Definition and interpretation

In this Agreement, the following terms will have the respective meanings:

“Confidential Information” shall mean scientific, research, technical or business information

pertaining to the Field, including but not limited to inventions; know-how; trade secrets;

techniques; processes; designs; drawings; product designs; formulae and analysis; and any

business information, including but not limited to price lists; customer lists; cost analyses;

reports; surveys, market information and data.

In respect of Confidential Information disclosed in documentary form, model or any other

tangible form, this shall be marked by the Disclosing Party as confidential or otherwise

designated to show expressly or by necessary implication that it is imparted in confidence.

Any

Confidential Information disclosed by the Disclosing Party or its Representatives orally or visually,

shall be identified as such prior to disclosure and summarized in a writing provided by the

Disclosing Party to the Receiving Party within thirty (30) days of the date of initial disclosure.

In

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case of disagreement regarding said summary, the Receiving Party shall make any objections in

writing within thirty (30) days of receipt of the written summary.

“Disclosing Party” shall mean the Party that discloses Confidential Information directly or

indirectly to the Receiving Party in relation to this Agreement.

“Receiving Party” shall mean the Party that receives the Confidential Information directly or

indirectly from the Disclosing Party.

“Representatives” shall mean directors, employees, professional advisors or anyone involved

with the Party in a professional or business capacity.

2.

Exclusions

The obligation of confidentiality set out in this Agreement shall not apply to any Confidential

Information that:

a)

was known to the Receiving Party prior to such disclosure by the Disclosing Party, as

evidenced by documentary or other physical evidence;

b)

was public knowledge at the time of such disclosure to the Receiving Party, or becomes

public knowledge after such disclosure, through no action or omission by or on behalf of the

Receiving Party;

c)

is lawfully disclosed or made available to the Receiving Party by a third party having no

obligation to the Disclosing Party to maintain the confidentiality of such information;

d)

was independently developed or derived by the Receiving Party without the aid, application

or use of information furnished by the Disclosing Party, as evidenced by documentary or

other physical evidence;

e)

is disclosed with the written consent of the Disclosing Party;

f)

is required to be disclosed by the order of a governmental agency or legislative body or a

court of competent jurisdiction.

3.

Obligations of confidentiality and non-use

The Receiving Parties undertake and agree:

a)

To take proper and reasonable measures to ensure the secrecy of the Confidential

Information;

b)

Not to disclose, or allow it to be disclosed, in whole or in part to any third party without the

prior written consent of the Disclosing Party

c)