MUTUAL NON-DISCLOSURE AGREEMENT

 

This agreement (hereinafter “Agreement”) has been made between undersigned as the parties to this Agreement; hereinafter referred to individually as a “Party” or jointly as the “Parties”.

WHEREAS, it is the desire of the Parties to enter into discussions regarding innovative idea/research work/services/business model by disclosing party (hereinafter “Field”), and to evaluate the feasibility of a possible research or business co-operation between each other relating to the Field and to possibly enter into agreement negotiations for such co-operation (hereinafter “Authorized Purpose”).

WHEREAS, it is the intention of the Parties, that any confidential information disclosed by a Party (hereinafter “Disclosing Party”) during or pertinent to the aforesaid discussions, be retained in confidence by the other Party (hereinafter “Receiving Party”) and not disclosed to any third party or used for any purpose other than the Authorized Purpose.

NOW THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

  1. The Disclosing Party may provide the Receiving Party information which may be considered to be confidential information. For purposes of this Agreement, any information disclosed by the University, or the University’s employees, students, consultants or affiliates on behalf of it, shall be considered disclosures by the University. “Confidential Information” shall mean without limitation any and all research, technical, financial, business or commercial information, data, products or material disclosed by the Disclosing Party to the Receiving Party pursuant to this Agreement in whatever form and whether marked or not. The Confidential Information shall also include all copies, reproductions, photographs, images, records, and extracts of the information, as well as all notes and summaries prepared by the Receiving Party from the Confidential Information.
  2.   Subject to Article 3, the Receiving Party shall treat all the Confidential Information disclosed by the Disclosing Party as strictly confidential and shall not disclose or transfer the Confidential Information to any third party without the prior written authorization of the Disclosing Party. The Receiving Party shall not use the Confidential Information for any purpose other than for the Authorized Purpose.

3.   The Receiving Party undertakes to safeguard the Confidential Information using the same degree of care as it uses to safeguard its own confidential and proprietary information, however, using no less than reasonable care. The Receiving Party undertakes to restrict access to all Confidential Information to only those of its employees, agents and consultants to whom such access is necessary for carrying out the Authorized purpose. The Receiving Party shall be liable for any breach of this Agreement by its employees, agents and consultants.

4.   The Receiving Party shall not reverse engineer, disassemble or otherwise attempt to reconstruct any physical embodiments or prototypes provided hereunder to the Receiving Party. In the event any such actions occur, all data and results and/or any inventions or discoveries arising therefrom shall be solely owned by the Disclosing Party, and the Receiving Party shall, at its expense, assign any such inventions or discoveries to the Disclosing Party.

5. The Parties undertake to observe the confidentiality and non-use obligations defined in this Agreement during the currency of this Agreement and for ten (10) years from date of termination of this Agreement. The said obligations shall not be applied to Confidential Information that:

  • Was already public at the time of its receipt or has become public thereafter through no breach of this Agreement by the Receiving Party;
  • becomes known to the Receiving Party from a source other than the Disclosing Party with no confidentiality obligations;
  • was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party;
  • was independently developed by the Receiving Party without the use of Confidential Information of the Disclosing Party; or
  • is approved for release by prior written authorization by the Disclosing Party.

If the Receiving Party is required to disclose Confidential Information pursuant to mandatory law, court order or a binding ruling of a governmental authority, it may do so provided that, if legally possible, it gives the Disclosing Party a prompt written notice of the requirement and upon request assists the Disclosing Party in seeking a protective order or other similar protection. If, in the absence of a protective order, the Receiving Party determines that it is required to disclose the Confidential Information, it shall advise the respective authority of the confidential nature of the Confidential Information and shall limit the disclosure only to the extent required.

6.   Nothing herein shall be construed, by implication or otherwise, as an obligation to either Party to enter into any further agreement(s) relating to the Confidential Information, or as granting or implying the grant of any ownership rights or license under any know how, patent, patent application, trademark, copyright or any other intellectual property right to the Receiving Party.

7.    All right, title and interest in the Confidential Information is and shall remain that of the Disclosing Party.

8.   Upon the written request of the Disclosing Party, the Receiving Party agrees to return within twenty (20) calendar days to the Disclosing Party any and all originals, copies and reproductions of the Confidential Information, or at the Disclosing Party’s option, certify destruction of the same.

9.   A Party shall be liable to compensate the other Party for all damages caused by a breach of any of its obligations under this Agreement. If, however, the Receiving Party takes into use or introduces into the market a product which gives a reason to assume that it has used or disclosed the Confidential Information of the Disclosing Party to third parties against the terms and conditions of this Agreement the Receiving Party shall have the burden of proof that it has not breached the terms and conditions of this Agreement. The Parties’ liability towards each other shall be limited to the aggregate amount of fifty thousand (50.000) Euro. The limitation of liability shall not be applied if the damage was caused by willful act or gross negligence.

10.   All Confidential Information disclosed by the Disclosing Party under this Agreement is provided “AS IS” with no representation or warranty, express or implied, to the Receiving Party of any kind, in particular, with respect to its condition, merchantability, accuracy, completeness, safety, performance, fitness for a particular purpose of use or the non-infringement of trademarks, patents copyrights or any other intellectual property rights, or other rights of third parties. The Receiving Party shall be solely responsible for the use to which it puts the Confidential Information, however, having only right to use the Confidential Information for the Authorized Purpose, and the Disclosing Party shall not be liable for any damages or loss possibly suffered by the Receiving Party due to the use of the Confidential Information disclosed under this Agreement.

11.    This Agreement shall become effective as of the date it has been signed by both Parties and terminates automatically three (3) years after the latest date of signature of this Agreement or at such time as the present Agreement is expressly superseded by a subsequent agreement between the Parties, whichever is earlier. The confidentiality and non-use obligations defined in this Agreement shall survive the termination of the Agreement and shall continue in force for the duration defined in Clause 5 above.

12.    Neither this Agreement, nor any interest herein, may be assigned, in whole or in part, by either Party without the prior written consent of the other Party.

Amendments or modifications to this Agreement shall be effective only if made in writing and signed by the authorized representatives of both Parties.

This Agreement sets forth the entire agreement between the Parties relating to the subject matter hereof and, upon its execution, supersedes and cancels all prior communication, written or oral between the Parties in respect of such subject matter.

13.    This Agreement is governed by the laws of Finland, without regard to its conflict of laws principles.

14.     Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof which cannot be solved amicably shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce by one (1) arbitrator appointed in accordance with the said rules. The place of arbitration shall be Helsinki, Finland. The procedure shall be conducted in the English language. The confidential award shall be final and binding on the Parties hereto and enforceable in any court of competent jurisdiction. Without prejudice to any other rights or remedies, each Party acknowledges that damages alone would not be an adequate remedy for any breach of this Agreement by the Receiving Party, and that the Disclosing Party shall be entitled to seek interim injunctive relief or such other relief as may be available subject to applicable law in any court of law.

This Agreement has been executed in two (2) identical originals, one for each Party, by the duly authorized representatives of each Party.

 

Signature of Parties:

Receiving Party:

Gencyst OY, VAT: 3318118-6

Address: Saniaistie 3 F, 00730, Helsinki, Finland

info@gencyst.com

+3584578311984

 

_______________________________________

Authorized Person Signature

CEO

Disclosing Party: