Revised: XY 2012
CONFIDENTIAL Ref.:…………
CONFIDENTIALITY AGREEMENT
This AGREEMENT, made and effective XX/YY/ZZZZ is entered into by and between IRCCS
Istituto Nazionale Tumori Fondazione “Senatore G. Pascale”, located at Napoli, Via Mariano
Semmola 80131 (“INT-PASCALE”) and Department WWWW (or company) KKKK, located at
...................................(“................................”)
WHEREAS, INT-PASCALE has developed or has control over know-how in the field of oncology
and in the identification of new potential targets for the therapy of cancer and wishes to exchange
information with “............................” for the purpose of entering into a research and collaboration
agreement
WHEREAS, “...................”. has established capabilities and know–how in the field of oncology and
is pursuing the development of new potential therapies of cancer
WHEREAS the parties recognize that during and in connection with discussions between the parties
there may be disclosure of certain confidential, proprietary, trade secret or like undisclosed
information belonging to the parties or their associates (e.g., scientists and consultants), such
disclosure being intended solely to assist the parties in their discussions with one another.
In consideration of the premises and mutual covenants contained herein, the parties hereto
agree as follows:
1. All information that a disclosing party believes to be confidential, proprietary, trade secret
or like undisclosed information, including without limitation any biological materials,
technical data or specifications, testing methods, research and development activities shall
be provided in tangible, written or other permanent visual form (such as, for example, a
physical prototype, physical sample, photograph, video tape, or sound recording) and clearly
and appropriately labeled as confidential or proprietary at the time of delivery to the
receiving party. Disclosures made orally shall be treated as confidential, provided that the
disclosing party indicates the confidential nature of such disclosure at the time of making.
2. "CONFIDENTIAL INFORMATION" is defined as any information disclosed by one party
to the other, which is identified by the disclosing party to be confidential or proprietary at
the time of disclosure in accordance with the procedures set forth in Paragraph 1. However,
CONFIDENTIAL INFORMATION shall not include any information which the receiving
party proves that it:
a) Is already known to the receiving party at the time of disclosure; or
b) Is easily available to the public or becomes publicly known through no wrongful act
of the receiving party; or
c) Is received by the receiving party from a third-party who had a legal right to provide
it; or
d) Is developed independently of knowledge of CONFIDENTIAL INFORMATION
received by the receiving party from the disclosing party as shown by respective
documentation;
e) Must be disclosed to governmental agencies.
CDA Standard
1/3
Revised: XY 2012
CONFIDENTIAL Ref.:…………
3. With respect to CONFIDENTIAL INFORMATION, unless expressly authorized by the
disclosing party in writing, which refers by name and date to this Agreement, the receiving
party shall retain all CONFIDENTIAL INFORMATION separately and in confidence for a
period of four (4) years from the date of the last transfer of CONFIDENTIAL
INFORMATION under this Agreement, shall not disclose such CONFIDENTIAL
INFORMATION to any third-party during said time period, and shall not use the
CONFIDENTIAL INFORMATION for the benefit of any third-party. The obligation to
return and/or destroy CONFIDENTIAL INFORMATION as agreed in Subsection 4. below
shall survive termination of this Agreement.
4. Within thirty (30) days following a written request, the receiving party shall return or
destroy all writings, models and the like supplied by the disclosing party except that one
copy of same may be retained for legal purposes only.
5. The receiving party agrees to exercise the same care and safeguards with respect to
CONFIDENTIAL INFORMATION disclosed by the disclosing party as used to maintain
the confidentiality of its own information of like character, but in no event less than a
reasonable degree of care.
Neither party may assign or transfer this Agreement without the prior written consent of the
other party, except that a party may assign this Agreement to a person or entity that acquires
all or substantially all of its business or assets to which the CONFIDENTIAL
INFORMATION primarily relates.
6. The parties agree that nothing herein shall obligate a party to disclose information by virtue
of this Agreement. However, the parties recognize that from time to time one party may
wish to disclose information to the other party that is of a character considered to be so
highly proprietary and sensitive that additional restrictions on use and/or disclosure are
necessary before such information can be disclosed. In such event, if mutually desired, the
parties will negotiate a separate agreement governing the disclosure of such information.
7. If a receiving party is required by any governmental agency, court or other quasi-judicial or
regulatory body to provide CONFIDENTIAL INFORMATION received under this
Agreement, the receiving party shall not be liable for such disclosure provided that the
receiving party, as promptly as reasonably possible, gives notice to the disclosing party of
the requirement in order that the disclosing party may contest the requirement to provide
such information.
8. Nothing contained herein shall be construed, either expressly or implicitly, to grant to the
receiving party any rights to technology or license under any patent, copyright or trademark
now or hereinafter in existence except for the limited purposes set forth herein.
9. In the event the parties make a later contract or agreement concerning anything covered by
this Agreement, this Agreement shall continue to remain in full force and effect unless
specifically stated to the contrary in such later contract.
CDA Standard
2/3
Revised: XY 2012
CONFIDENTIAL Ref.:…………
10. The parties represent and warrant that they are entitled or authorized to communicate all
CONFIDENTIAL INFORMATION disclosed by them to the receiving party. They will
consult with their third party contacts prior to disclosing any confidential information that
may belong to such third party contacts.
11. This Agreement constitutes the complete understanding between the parties of each party's
obligations to the other party relating to the CONFIDENTIAL INFORMATION. This
Agreement can be modified only by a written document executed by an authorized
representative of the parties that refers to this Agreement and includes a copy of this
Agreement as an attachment.
12. This Agreement shall be interpreted and applied in accordance with Italian law. Any
dispute, controversy or claim arising out of or relating to this agreement, or subsequent
amendments relating thereto, including any dispute as to the valid conclusion, binding
effect, interpretation, performance, breach, termination or invalidity thereof, whether in
contract or tort or other field of law (hereinafter referred to as "the Dispute"), shall be
submitted to mediation or (if mediation is not successful with sixty (60) days after
commencement of such proceedings) expedited arbitration in accordance with the WIPO’s
Rules for Mediation and Expedited Arbitration in effect on the date of commencement of the
proceedings. The provisions of this Agreement shall be several. Invalidity or
unenforceability of one provision shall not affect any other provision of this Agreement. In
lieu of the invalid or unenforceable provision a reasonable provision shall be deemed to be
effective which shall achieve the original intention of the invalid or unenforceable provision.
IN WITNESS THEREOF, each of the parties has caused this Agreement to be executed by a duly
authorized representative on the dates entered herein below, and said representatives hereby
warrant that they have been duly authorized to sign this Agreement on behalf of their respective
parties.
COMPANY
By:
_________________________
INT-PASCALE
By:
_________________________
Name: ____________________
Name: Dott. Tonino Pedicini
Title: __________________
Title: General Manager
CDA Standard
3/3