text
stringlengths 0
2.59k
|
---|
Not to use, in whole or in part, the Confidential Information for anything other than the |
Permitted Purpose. |
d) |
Not to use the Confidential Information for their own commercial use or for that of any |
other person or party, without prior written consent by the Disclosing Party; |
e) |
Not to make copies of the Confidential Information in any format without prior written |
authorisation by the Disclosing Party; |
f) |
Not to alter, modify, disassemble, reverse engineer or decompile any Confidential |
Information; |
g) |
Not to apply for any patent or trademark which could include any Confidential Information. |
4. |
Disclosure to Representatives |
The Parties shall use at least the same degree of care as the Receiving Party normally exercises to |
protect its own information of like character and importance, but in no event less than |
3/5 |
reasonable care. |
The Receiving Party undertakes to permit access to the Confidential Information |
only to its Representatives or employees who require access to such Information solely for the |
fulfilment of the Permitted Purpose, and furnished on a need-to-know basis and only on the |
condition that such persons are made aware of the terms of this Agreement and their obligations |
therein, along with the Disclosing Party’s rights to the Confidential Information. |
The Receiving |
Party shall be responsible for ensuring its Representatives comply with the terms of this |
Agreement. |
5. |
Return of information and property |
The Receiving Party acknowledges and agrees that the Confidential Information is and remains |
the property of the Disclosing Party. |
The Receiving party must, at the end of this Agreement or |
within seven days following written instruction by the Disclosing Party to do so, return or destroy |
all Confidential Information in the Receiving Party's possession, custody or control. |
The Receiving |
Party may retain one (1) copy of any such Confidential Information to be stored securely with its |
legal representative only if required for regulatory or insurance purposes, but in this event the |
confidentiality and non-use provisions in this Agreement remain in place with respect to such |
retained Confidential Information. |
The return or destruction of any Confidential Information will |
not diminish or otherwise affect any other obligations under this Agreement. |
6. |
No implied rights |
This Agreement shall not grant, nor be construed to grant any rights whatsoever beyond the |
scope of the Permitted Purpose of the Confidential Information to the Receiving Party. |
This |
includes, but it not limited to any license, patent or copyright. |
No warranty, express or implied, is |
given as to the accuracy or completeness of any Confidential Information provided by the |
Disclosing Party. |
7. |
No obligation |
This Agreement imposes no contractual obligation to any Party to enter into any separate |
business collaboration for the development of the Field or associated technology. |
The Disclosing |
Party is not obliged to disclose any Confidential Information to the Receiving Party and the |
Receiving Party shall have the right to refuse to accept any information prior to any disclosure. |
8. |
Breach |
In the event of a breach or threatened breach of the terms of this Agreement by the Receiving |
Party, the Disclosing Party will be entitled to seek an injunction (final or interlocutory) restraining |
the Receiving Party from committing a breach, or further breach, of this Agreement without the |
requirement to demonstrate any actual damage sustained by the Disclosing Party. |
9. |
Integration |
This Agreement constitutes the entire understanding between the Parties concerning the |
treatment of information to which this Agreement relates. |
No modification of this Agreement |
shall be binding on either Party unless agreed in writing and signed by all the Parties. |
10. |
Duration |
This Agreement shall terminate 5 (five) years after the Effective Date (the “Termination Date”). |
Notwithstanding this, any Party may terminate its involvement with this Agreement by giving 30 |
(thirty) days written notice (registered letter with proof of receipt) to the other Parties. |
Termination of this Agreement shall not affect any obligation imposed by this Agreement with |
4/5 |
respect to Confidential Information disclosed prior to termination, the obligations of non-use and |
non-disclosure of Confidential Information shall survive for 3 (three) years from the date of |
disclosure of the Confidential Information. |
After the term of this Agreement has ended, the |
Disclosing Party does not relinquish any other rights that it may have under copyright, patent, or |
other intellectual property laws. |
11. |
Agreement in counterparts |
This Agreement shall be executed in three identical counterparts, each of which shall be deemed |
to be an original and all of which taken together shall be deemed to constitute the same |
agreement when a duly authorised representative of each Party has signed all the counterparts. |
12. |
Subsets and Splits