Non-Disclosure Agreement for the members of the
LINKED2SAFETY Spacial Interest Group members
Non-Disclosure Agreement
By registering at this website http://www.linked2safety-project.eu/sig you agree to by
bound by this Non-Disclosure Agreement (“Agreement”) which is entered into by
and between:
INTRASOFT International S.A., coordinating and representing the Linked2Safety
Consortium consisting of (1) INTRASOFT INTERNATIONAL SA, established in RUE
NICOLAS BOVE 2B, 1253, LUXEMBOURG – LUXEMBOURG, (2) NATIONAL
UNIVERSITY OF IRELAND, GALWAY established in University Road, GALWAY,
IRELAND, (3) THE UNIVERSITY OF MANCHESTER established in OXFORD ROAD -,
M13 9PL MANCHESTER - UNITED KINGDOM, (4) GOTTFRIED WILHELM LEIBNIZ
UNIVERSITAET HANNOVER established in Welfengarten 1, 30167 HANNOVER –
GERMANY, (5) CENTRE FOR RESEARCH AND TECHNOLOGY HELLAS established in
CHARILAOU THERMI ROAD 6th Km, 57001 THERMI THESSALONIKI – GREECE, (6)
UNIVERSITY OF CYPRUS established in KALLIPOLEOS STREET 75, 1678 NICOSIA CYPRUS, (7) GIOUMPITEK MELETI SCHEDIASMOS YLOPOIISI KAI POLISI ERGON
PLIROFORIKIS ETAIREIA PERIORISMENIS EFTHYNIS established in Mithridatou 3638, 11632 Athens - GREECE, (8) HOSPICES CANTONAUX CHUV established in Rue du
Bugnon 21, 1011 LAUSANNE – SWITZERLAND, (9) THE CYPRUS FOUNDATION FOR
MUSCULAR DYSTROPHY RESEARCH established in International Airport Avenue 6,
1683 AYIOS DOMETIOS – CYPRUS, (10) SIVECO established in Soseaua BucurestiPloiesti, Complex Victoria Park Corp Cladire C3 sector 1, Bucuresti 013685, Romania
(11) ZEINCRO established in Anapafseos St. 30, Athens 15235, Greece (“Provider”)
and
You (“Recipient”).
(Provider and Recipient individually shall be referred as a “Party” and collectively as
“Parties”.)
WHEREAS
(A) Provider possesses certain Confidential Information which is willing to disclose
to Recipient as a SIG Member on the terms set out below.
(B) Recipient is willing to accept the Confidential Information on those terms and to
use the Confidential Information only for the purpose of monitoring the progress and
development activities of the Project (the “Permitted Purpose”).
Article 1
Definitions
In this agreement,
1.1 “Project” shall mean the project called “A next-generation, secure linked data
medical information space for semantically-interconnecting electronic health
records and clinical trials system advancing patients’ safety in clinical research
(Linked2Safety)” as agreed in Grant Agreement n°288328, carried out under the
European Community’s 7th Framework Programme.
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Non-Disclosure Agreement for the members of the
LINKED2SAFETY Spacial Interest Group members
1.1 “SIG Member” shall mean member of Clinical Research Trials and Patients
Safety Special Interest Group (“SIG”), which constitutes the main large-scale
dissemination activity of the consortium, innovation management, IPR handling
and exploitations and business planning. SIG is open to researchers experts,
scientists and individuals interested in the clinical research and patients’ safety
in clinical trials (representing universities, research institutes, pharmaceutical
companies, hospitals, healthcare organizations and partners from the ICT, eHealth and healthcare industry) from the enlarged-Europe and Worldwide
interested in the Project activities and results. By registering at this website you
are becoming the SIG member which gives you the possibility to monitor Project
and development activities, i.e. by receiving restricted results to the Confidential
Information.
1.1 “Confidential Information” shall mean any data or information including, but
not limited to any scientific or technical information, invention, design, process,
procedure, improvement, technology or method, know-how, works-in-progress,
designs, development tools, specifications, computer software, source code,
object code, databases, inventions, information and trade secrets and any other
information that should reasonably be recognized as confidential information of
the Provider, in whatever form or mode of transmission, which is disclosed by a
Provider to Receipient in connection with the Project during a meeting or
otherwise and which has been explicitly marked as “confidential”, or when
disclosed orally, has been identified as confidential at the time of disclosure, and
all results and/or conclusions emanating from a meeting when explicitly marked
as “confidential” within 30 days after disclosure. Notwithstanding anything in
the foregoing, Confidential Information shall not include information, which has
been known to the Recipient prior to the time of its disclosure pursuant to this
Agreement; or is in the public domain at the time of disclosure or thereafter
enters the public domain without breach of the terms of this Agreement on the
part of the Recipient; or becomes known to the Receiving Party through
disclosure by sources other than the Disclosing Party, having a right to disclose
such information; or has been developed independently by an employee of the
Recipient who has not had access to any of the Confidential Information of the
Provider.
Article 2
Duration
2.1 The duties and obligations to protect Confidential Information disclosed under
this Agreement shall be for a period of five (5) years after the end of the Project
and shall survive any termination or expiration of this Agreement.
Article 3
Obligations of Confidentiality
3.1
All Confidential Information shall be treated with due diligence and shall not be
copied, reproduced or distributed in whole or in part by the Recipient.
3.2
The Recipient shall respect and preserve the confidentiality of the Confidential
Information from the date of disclosure and shall use the Confidential
Information solely for the Permitted Purpose for which it was disclosed.
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Non-Disclosure Agreement for the members of the
LINKED2SAFETY Spacial Interest Group members
3.3
The Recipient hereby undertakes not to disclose Confidential Information to any
third party without the prior written consent by the Provider and to ensure that
internal distribution of Confidential Information shall take place on a strict
need-to-know basis.
3.4
Unless it is necessary for the purpose stated in this Agreement and provided
that any disclosed Confidential Information or any copy thereof is made
accessible only to such employees who have a need to know, and employees of
any legal entity that it controls, it is controled by, or with which it is under
common control, who have a need to know (control means to own or control,
directly or indirectly, over 50% of voting shares) (“Affiliate”), the Recipient
shall not, without the prior written consent of the Provider, copy or reproduce
any item or document supplied to the Recipient  being or containing in whole
or in part Confidential Information. The Recipient shall return such item or
document and any copies thereof at the Provider’s request, and at the latest
upon termination of this Agreement. This shall not apply to copies of
electronically exchanged confidential information made as a matter-of-routine
information technology back-up, and to Confidential Information or copies
thereof which must be stored by the Recipient according to mandatory law,
provided that such Confidential Information or copies thereof shall be subject to
an indefinite confidentiality obligation.
3.5
Recipient undertakes to apply for the protection of Confidential Information at
least the same degree of care as it applies for the protection of its own
Confidential Information (but in any case shall apply not less than reasonable
care) and, subject to this section, not to disclose Confidential Information to any
third party, excluding Affiliates, without the prior written consent of the
Provider.
3.6
Recipient shall promptly advise the Provider in writing of any unauthorised
disclosure, misappropriation or misuse of Confidential Information after it
becomes aware of such unauthorised disclosure, misappropriation or misuse.
3.7
If Recipient becomes aware that it will be required, or is likely to be required, to
disclose Confidential Information in order to comply with applicable laws or
regulations or with a court or administrative order, it shall, to the extent it is
lawfully able to do so, prior to any such disclosure
3.8
(a)
Notify the Provider, and
(b)
Comply with the Provider’s reasonable instructions to protect the
confidentiality of the Confidential Information.
All Confidential Information shall remain the exclusive property of the Provider
as well as all patent, copyright, trade secret, trademark and other intellectual
property rights therein. No license or conveyance of any such rights to the
Recipient are granted or implied under this Agreement. No commercial
obligation on the part of either party is intended or undertaken.
The Parties agree that any Confidential Information is made available “as is” and
that no warranties of any kind are granted or implied with respect to the quality
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Non-Disclosure Agreement for the members of the
LINKED2SAFETY Spacial Interest Group members
of the Confidential Information, including but not limited to, its fitness for any
purpose, non-infringement of third party rights, accuracy, completeness or
correctness.
Article 4
4.1
Governing law
This Agreement shall be construed by and interpreted under the laws of
Belgium.
Article 5
Settlement of disputes
5.1
All disputes or differences directly arising under or in connection with this
Agreement, including any dispute in which a Party alleges that another Party has
abused its power, which cannot be settled amicably, shall be subject to the
jurisdiction of the competent court in Brussels. Such court shall have jurisdiction
in the event of a counterclaim made by the defendant in the legal action.
5.2
The Parties concerned may, instead, decide unanimously to seek to resolve by
mediation any dispute or difference arising under or in connection with this
Agreement which cannot be settled amicably by them.
5.3
Notwithstanding the provisions of the foregoing paragraph, any dispute or
difference arising under or in connection with this Agreement, which cannot be
settled amicably and in respect of which applicable law provides that a specific
court other than the competent court in Brussels is exclusively competent
(including but not limited to disputes regarding the validity or infringement of
IPRs), shall be subject to the jurisdiction of that specific other court.
5.4
Nothing in this Agreement shall limit the Parties' right to seek injunctive relief or
any other temporary measure before any applicable competent court or tribunal,
wherever located, in order to seek to prevent or restrain any (i) infringement of
Intellectual Property Rights and/or (ii) unauthorised disclosure of Confidential
Information.
Article 6
6.1
Miscellaneous
Should any provision of this Agreement be or become invalid or unenforceable,
the validity of the remaining provisions shall not be affected. The Parties shall
replace the invalid or unenforceable provision by a valid and enforceable
provision that will meet the purpose of the invalid or unenforceable provision
as closely as possible.
This Non-Disclosure Agreement is in parts based on a similar model used in and
developed by the p-medicine consortium (http://www.p-medicine.eu/). We are grateful
to Corinna Hahn and Norbert Graf, representing the P-medicine consortium, for
allowing us to use their content within the Linked2Safety-project.
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Non-Disclosure Agreement for the members of the
LINKED2SAFETY Spacial Interest Group members
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