CONFIDENTIAL DISCLOSURE AGREEMENT
THIS CONFIDENTIAL DISCLOSURE AGREEMENT (this "Agreement") is made and entered into as of
February 12, 2016 (“Effective Date”) between Premier Research International, LLC, a Delaware
limited liability company with its principal place of business at Center Square West, 1500 Market
Street, Suite 3500, Philadelphia, PA 19102 together with its Affiliates (“Premier”) and insert legal
name, a insert state of incorporation company, with its principal place of business at insert address
(“Client”).
1.
Purpose. Premier and Client wish to explore a business opportunity of mutual interest
(“Purpose”) and in connection with this opportunity wishes to execute this Agreement.
2.
Confidential Information. “Confidential Information” means any information disclosed by
one party (“Disclosing Party”) to the other party (“Receiving Party”), either directly or indirectly in
writing, orally or by inspection of tangible or intangible objects, including without limitation, trade
secrets, technical, scientific or business plans and information, software, documentation, financial
analysis, marketing plans, customer data in any form including the intellectual property rights of
Disclosing Party related to its products and product candidates. Confidential Information may also
include information disclosed to the Receiving Party by third parties at the direction of a Disclosing
Party. The Receiving Party will not have obligations of non-disclosure and non-use with respect to
any portion of the Disclosing Party’s Confidential Information which the Receiving Party can
establish (i) was publicly known and made generally available in the public domain prior to the
time of disclosure; (ii) becomes publicly known and made generally available after disclosure
through no action or inaction of Receiving Party; (iii) is in the possession of Receiving Party,
without confidentiality restrictions, at the time of disclosure by the Disclosing Party as shown by
Receiving Party's files and records immediately prior to the time of disclosure; or (iv) is
independently developed by the Receiving Party without reference to or reliance upon the
Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records.
In the event Receiving Party is required to disclose Confidential Information as required by law,
regulation or court order, such disclosure shall not be a breach of this Agreement provided that the
Receiving Party (i) discloses only that portion of Confidential Information as required to be
disclosed; (ii) provides the Disclosing Party with written notice thereof prior to disclosure, to the
extent reasonably practicable; and (iii) at the Disclosing Party’s request and expense, cooperates
with the Disclosing Party to obtain a protective order or other confidential treatment of the
Confidential Information required to be disclosed.
3.
Non-use and Non-disclosure. The Receiving Party agrees to only use Confidential
Information for the Purpose. The Receiving Party agrees not to disclose any Confidential
Information to third parties or to its employees, representatives or agents, except to those
employees, representatives or agents who are required to have the information for the Purpose,
and who are bound by obligations of non-disclosure as least as restrictive as those contained
herein. The Receiving Party shall not decompile, disassemble or otherwise reverse engineer any
Confidential Information or any portion thereof, or determine or attempt to determine any source
code, algorithms, methods or techniques embodied in any Confidential Information or any portion
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thereof which embody the Disclosing Party's Confidential Information and which are provided to
the Receiving Party hereunder.
4.
Maintenance of Confidentiality Information. The Receiving Party agrees that it shall
take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of
the Confidential Information. Without limiting the foregoing, the Receiving Party shall take at least
those measures that the Receiving Party takes to protect its own most highly confidential
information and shall ensure its employees or representatives, if any, who have access to
Confidential Information are bound by obligations of non-use and non-disclosure substantially
similar to the provisions hereof, prior to any disclosure of Confidential Information to such
employees or representatives. The Receiving Party shall only make any such copies of Confidential
Information as are necessary for the Purpose. The Receiving Party shall reproduce the Disclosing
Party's proprietary rights notices on any such copies, in the same manner in which such notices
were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing
Party in the event of any unauthorized use or disclosure of the Confidential Information.
5.
No Obligation. Nothing herein shall obligate either party to proceed with any transaction
between them, and each party reserves the right, in its sole discretion, to terminate the discussions
contemplated by this Agreement concerning the business opportunity.
6.
No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". NEITHER PARTY
MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY OR
COMPLETENESS.
7.
Return of Materials. All documents and other tangible objects containing or representing
Confidential Information and all copies thereof which are in the possession of the Receiving Party
shall be and remain the property of the Disclosing Party. Upon request of the Disclosing Party, the
Receiving Party will return or destroy all Confidential Information, except that one (1) copy may be
retained by the Receiving Party solely for the purpose of determining its obligations hereunder, or
to comply with normal and customary record keeping requirements and processes. This obligation
to return or destroy Confidential Information does not extend to automatically generated computer
back-up or archival copies generated in the ordinary course of information system procedures,
provided that except as expressly provided herein, the Receiving Party shall make no use of such
copies.
8.
No License. Nothing in this Agreement is intended to grant any rights to either party under
any patent or copyright of either party, nor shall this Agreement grant the Receiving Party any
rights in or to Confidential Information except as expressly set forth herein.
9.
Term. This Agreement shall begin on the Effective Date and continue for a period of five (5)
years (“Term”). The obligations of non-disclosure and non-use in this Agreement will continue in
full force and effect for a period of five (5) years from the expiration or earlier termination of this
Agreement; provided, however, that the non-disclosure and non-use obligations imposed by this
Agreement with respect to trade secrets included in the Confidential Information will continue in
perpetuity.
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10.
Remedies. The Receiving Party agrees that any violation or threatened violation of this
Agreement will cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to
obtain injunctive relief in addition to all legal remedies.
11.
Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto
and their successors and assigns. This Agreement shall be governed by the laws of Delaware,
without reference to conflict of laws principles. This document contains the entire agreement
between the parties with respect to the subject matter hereof. Any failure to enforce any provision
of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This
Agreement may not be amended, nor any obligation waived, except by a writing signed by both
parties hereto. Any and all disputes arising under or related to this Agreement shall be adjudicated
exclusively in the State of Delaware.
IN WHITNESS WHEREOF, the parties have executed this Agreement as of the day and year written
below.
Premier Research International, LLC
insert legal name
By: ______________________
By: _______________________
Name: ___________________
Name: _____________________
Title: ____________________
Title: ______________________
Date: ____________________
Date: ______________________
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