INFORMATION EXCHANGE AGREEMENT
THIS AGREEMENT is made on ..................................................... between
XXXXX having its registered address at _____________ [insert full name and registered address],
and
YYYYYY having its registered address at __________ [insert full name and registered address]
referred to hereinafter jointly as “the Parties” and individually as “a Party”.
PREAMBLE
A.
XXXXX and YYYYY have for many years been active in the field of ZZZZZ (hereinafter
referred to as “the Field”) and possess their own valuable and unique technical knowledge in
the Field.
B.
The Parties wish to establish an information exchange collaboration relating to the Field.
D.
The Parties wish to record in this Agreement the terms and conditions of their Collaboration.
IT IS THEREFORE AGREED AS FOLLOWS:
ARTICLE 1 – OBJECTIVE OF THE COLLABORATION
1.1
The purpose of this Agreement is for the Parties to derive mutual benefit from broadening and
strengthening their existing technological links in the Field. (hereinafter referred to as “the
Purpose”).
ARTICLE 2 – SCOPE OF THE COLLABORATION
2.1
In order to achieve the Purpose the Parties may, from time to time, exchange
technical
and commercial information relating to the Parties’ capabilities and experience in the Field,
that may or may not be within the public domain (hereinafter referred to as: “the Collaborative
Activities”).
2.2
The Collaborative Activities may include the following:
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
Exchange of scientific and technical information;

Exchange of information on policies, program plans, practices, regulations, and statutes
concerning the Field;

The holding of seminars, workshops and other such meetings;

Short-term visits by scientists, engineers and other experts to the facilities of the Parties;
and/or

Special assignments of staff for specific work from one Party to the other upon mutual
agreement.
2.3
Other forms of collaboration or collaboration in other Fields may be agreed in writing by the
Parties from time to time. The Parties agree that nothing in this Agreement shall be construed
as obliging the Parties to collaborate, nor shall anything in this Agreement be construed as
preventing the Parties from collaborating with any third party, or co-operating with any third
party, or undertaking work for any third party, whether within the Field or not.
ARTICLE 3 – CONFIDENTIALITY AND EXCHANGE OF INFORMATION
3.1
The Parties recognise that exchanges of technical and commercial information relating to their
respective capabilities and activities in the Field are an integral part of this Agreement. They
also acknowledge the requirement for the following provisions protecting their respective
rights related to such exchanges.
3.2
Neither Party shall be obliged to provide the other Party with access to any information which
it considers to be commercially sensitive or otherwise of confidential nature (hereinafter
referred to as: “the Confidential Information”). However, either Party may disclose its
Confidential Information to the other Party if it considers that such disclosure may contribute
to achieving the Purpose.
3.3
Where a Party discloses its Confidential Information to the other party it shall ensure that any
document, in whatever form or on whatever medium, which contains Confidential
Information, is clearly marked as “STRICTLY CONFIDENTIAL”.
3.4
The Party receiving the Confidential Information undertakes to treat it as strictly confidential
and not to disclose it to any third party nor to use it other than in fulfilling the Purpose. The
Party receiving the Confidential Information from the other Party shall disclose it only to
those of its employees and agents, to whom and to the extent that such disclosure is necessary
for the Purpose and shall ensure that all such persons to whom the Confidential Information is
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disclosed are bound by the obligations of confidentiality equal to those contained in this clause
3.4.
3.5
The obligations in the foregoing clause shall not extend to any Confidential Information
which:
(a)
is or becomes publicly available through no fault of the Party receiving such Confidential
Information;
(b)
can be demonstrated to have been previously known or developed independently by the Party
receiving such Confidential Information;
(c)
is released by the Party disclosing such Confidential Information to a third party without
obligations to safeguard it as confidential;
(d)
is lawfully acquired from third parties who had a right to disclose it with no obligations of
confidentiality to any of the Parties;
(e)
is required to be disclosed by applicable law or judicial order, provided that either an
appropriate and timely notice of such fact is given to the Party disclosing the Confidential
Information, or an appropriate claim for protection of the Confidential Information under
applicable law is asserted by the Party receiving such Confidential Information.
3.6
The obligations of each Party to protect Confidential Information received from the other Party
shall survive the completion or earlier termination of this Agreement for a period of _____
years from the date of such completion/earlier termination. From time-to-time the Parties may
agree in writing different confidentiality provisions from those contained in this clause if
required by the circumstances of particular projects.
ARTICLE 4 – LIABILITY
4.1
To the maximum extent permitted under the applicable law, neither Party makes any express
warranty and no warranty shall be implied, with respect to any technical, commercial or other
information, advice or assistance furnished by it under this Agreement. To the maximum
extent allowed by the applicable law, the Parties exclude their liability under this Agreement,
including, without limitation, the liability for:
(a)
The adequacy of any technical information, advice, or other assistance furnished or disclosed
by it under this Agreement;
(b)
The performance of any products manufactured by the other Party on the basis of any
assistance furnished under this Agreement;
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(c)
Claims by any third party that the products manufactured by the other Party on the basis of
any assistance furnished to such other party under this Agreement constitutes an infringement
of that third party’s rights;
(d)
Any other claim which may arise out of any information or assistance furnished under this
Agreement.
ARTICLE 5 – COORDINATION OF ACTIVITIES
5.1
Each Party shall appoint a Collaboration Manager. The duties of the Collaboration Managers
shall include but not be limited to:
(a)
Facilitating the exchange of technical and commercial information by the Parties on topics
within the field;
(b)
Increasing the level of mutual understanding of the Parties activities within the Field;
(c)
Identifying opportunities for staff exchanges between the Parties;
(d)
Identifying opportunities for joint approaches to commercial activities within the Field;
5.2
The Collaboration Managers shall meet on their own initiative at least once per year to review
collaborative activities and will be assisted in their discussions by other members of staff as
appropriate.
5.3
The selection of information to be exchanged will be reviewed by the Collaboration Managers
with the objective of achieving a long-term balance in the total value of information exchanged
between the Parties.
5.4
Whenever an exchange of personnel is contemplated under this Agreement, each Party shall
ensure that suitably-qualified staff are selected for assignment with the other Party.
5.5
Each such assignment shall be the subject of a separate agreement which shall include but is not
limited to statements of the name of the staff member, the location of the assignment, the
position to be occupied within the other Party, the nature of his/her duties within the other Party,
the length of the assignment, provisions for liability in the event of an accident, availability of
reports and other information, protection of Confidential Information, rights to inventions and
discoveries made by the assigned staff arising from the assignment, and other matters that are
deemed appropriate by the Parties.
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ARTICLE 6 – DURATION AND TERMINATION
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6.1
This Agreement shall continue in force for a period of ______ years unless previously
terminated in accordance with clauses 6.2 and 6.3 hereof. The Agreement may be extended by
the Parties in writing.
6.2
Either Party may withdraw from this Agreement by giving one (1) month notice in writing to
the other Party subject to the requirement to complete all existing commitments under the
Agreement.
6.3
Either Party shall have the right to terminate this Agreement if the other Party is in serious
breach of any of the provisions hereof, and where such breach is capable of remedy has failed
to effect a remedy in accordance with a notice given by the other Party of a period of not less
than 30 days within which the remedy is to be effected.
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7.1
ARTICLE 7 - ASSIGNMENT
Neither Party shall assign, transfer or otherwise dispose of any of its rights or obligations in
respect of this Agreement without the prior written agreement of the other Party.
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8.1
ARTICLE 8 – STATUS OF THE PARTIES
Nothing in this Agreement and no action taken by the Parties shall constitute the establishment
by the Parties of a partnership, joint venture, agency relationship, any legal entity or any other
form of business cooperation, unless specifically stated in this Agreement.
ARTICLE 9 – APPLICABLE LAW
9.1
This Agreement shall in all respects be governed by the Serbian law. Any dispute arising in
connection to this Agreement which the Parties cannot resolve in an amicable way, shall be
submitted to the court in Belgrade having jurisdiction.
[or, alternatively
This Agreement shall in all respects be governed by the Serbian law. Any dispute arising in
connection to this Agreement, which the Parties cannot resolve in an amicable way, shall be
submitted to the mediation in accordance with the Regulation on Mediation (Pravilnik o
mirenju) in force at the time of its submitting. If the dispute is not resolved within thirty (30)
days of initiating mediation procedure or other period agreed by the Parties in writing, the
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Parties shall have no further mutual obligations under the mediation and shall be free to
submit the dispute to the court in _______(e.g. Belgrade) having jurisdiction.]
for XXXXX
for YYYYYY
Signed .....................................
Signed ..........................................
Name ………………………
Name ………………………….
Position…………………….
Position ……………………….
Date ........................................
Date. ..............................................
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