1. The RECEIVING PARTY shall hold in confidence all information and ideas of any kind relating to such possible collaboration (hereinafter referred to as “Confidential Information”) disclosed to it by the DISCLOSING PARTY, which are identified at time of disclosure as being confidential.
2. The RECEIVING PARTY undertakes to apply to all Confidential Information
disclosed in accordance with the provisions of this Agreement the same
degree of care with which it treats and protects its own proprietary information
against public disclosure. All such information and ideas shall not be
disclosed to any third party without the written consent of the DISCLOSING
PARTY.
Where such consent is granted disclosure shall only be made to a third
party where such third party accepts similar obligations of confidence
to those contained in this Agreement or where such third party is a government
or government agency and agrees to treat such information as confidential
and proprietary information.
3. The RECEIVING PARTY undertakes to restrict its use of Confidential Information to work performed in conjunction with the DISCLOSING PARTY related to such possible collaboration and to ensure that dissemination of Confidential Information within its own organisation is on a strict “need to know” basis.
4. The RECEIVING PARTY acknowledges that Confidential Information contains valuable proprietary information of the DISCLOSING PARTY and that unauthorised disclosure could cause unnecessary commercial loss to the DISCLOSING PARTY.
5. For the purposes of this Agreement information and ideas shall not be
considered to be Confidential Information if such information and ideas are:
(a) in or pass into the public domain other than by breach of this Agreement,
or
(b) are known to the RECEIVING PARTY prior to disclosure by the DISCLOSING
PARTY, or
(c) disclosed to the RECEIVING PARTY without restriction by a third party
having the full right to disclose, or
(d) is independently developed by an employee of the RECEIVING PARTY to
whom no disclosure of Confidential Information has been made.
6. The obligations hereto relating to confidentiality and use of information and ideas shall survive the termination of this Agreement for a period of three (3) years.
7. The RECEIVING PARTY shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of the DISCLOSING PARTY.
8. Nothing in this Agreement shall be deemed to grant a licence directly or by implication under any registered design, patent, copyright, trade secret or patent application.
9. This Agreement will automatically terminate one year from the date hereof unless extended by mutual consent of the parties in writing provided, however, that no such termination shall serve to release the RECEIVING PARTY from its obligations as to confidentiality and use which shall remain in force in accordance with the provisions hereto.
10. In the event of such termination the RECEIVING PARTY undertakes to return to the DISCLOSING PARTY all documents and copies of the Confidential Information disclosed in accordance with the terms and conditions of this Agreement.
11. This Agreement constitutes the entire understanding between the Parties related to the protection of Confidential Information disclosed hereunder and supersedes all prior and collateral communications, reports and understanding between the Parties hereto relating to Confidential Information.
12. This Agreement will be governed by and interpreted in accordance with the Laws of England and will be subject to the jurisdiction of the Courts of England.