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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
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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
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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.