Confidential Disclosure Agreement.docx

Confidential Disclosure Agreement(Mutual CDA)THIS AGREEMENT is made effective as of May 5, 2016(“Effective Date”) by and between XXX, Inc., and XXX Co. Limited. (the Receiving Party), to assure the protection and preservation of the confidential and/or proprietary nature of certain information relating to certain current XXX projects, namely. In reliance upon and in consideration of the following undertakings, the parties agree as follows:1.Subject to the limitations set forth in Paragraph 2, all information disclosed by XXX or XXX Co. Limited. to the Receiving Party shall be deemed to be Proprietary Information. In particular, Proprietary Information shall be deemed to include, without limitation, current and past clinical trial information, any patent application or drawing, any pending or potential patent claim the subject matter of which is directly or indirectly derived from information disclosed by XXX or XXX Co. Limited., any current or past trade secret, information, invention, idea, assay or assay components, procedures and formulations for producing any such assay component, media and/or cell line, vector, compounds, any current or past process, formula, test data, or data management system relating to any research project, work in process, future development, any current or past engineering, manufacturing, regulatory, marketing, servicing, financing, or personnel matter relating to XXXs current products, its present or future, current products, sales, suppliers, clients, customers, employees, investors, or business, whether in oral, in written, graphic or electronic form.2.The term Proprietary Information shall not be deemed to include information which either Party can demonstrate by competent written proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available; (b) is known by the Receiving Party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the Receiving Party by a third party, as a matter of right without restriction on disclosure; or (d) is the subject of a written permission to disclose provided by XXX or is based on information and development created by the other party.3.Either Party shall maintain all Proprietary Information in trust and confidence and shall not disclose any Proprietary Information to any third party or use any Proprietary Information for any unauthorized purpose. The Receiving Party shall not use Proprietary Information for any purpose or in any manner which would constitute a violation of any laws or regulations. No rights or licenses to trademarks, inventions, copyrights or patents are implied or granted under this Agreement. Nothing in this Agreement grants the Receiving Party the right to retain, distribute or commercialize any Proprietary Information. The Receiving Party agrees that it will not in any way attempt to obtain, either directly or indirectly, any information regarding Proprietary Information from any third party who has been employed by, provided consulting services to, or received in confidence information from XXX.4.Proprietary Information shall not be reproduced or replicated in any form except either party has the right to maintain one copy for its personal records and as required to accomplish the intent of this Agreement. 5.The Receiving Party shall advise its employees and its consultants who might have access to Proprietary Information of the confidential nature thereof and agrees that its employees shall be bound by the terms of this Agreement. The Receiving Party shall not disclose any Proprietary Information to any employee who does not have a need for such information to accomplish the purposes of this Agreement, nor shall it disclose any Proprietary Information to any third party without XXXs written consent.6.All Proprietary Information (including all copies thereof) shall at all times remain the property of XXX and shall be returned to XXX after the Receiving Partys need for it has expired, or upon request by XXX, and in any event, upon completion or termination of this Agreement. Any inventions made by Receiving Party that result from the disclosure of XXX Proprietary Information shall be owned by XXX.7.Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure:(a)is in response to a valid order of a California court or; (b)is otherwise required by law;provided, however, that the Receiving Party shall first have given notice to each other. XXX and The Receiving Party shall have made a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued.8.This Agreement shall expire one (1 1/2) years from the Effective Date of this agreement. This Agreement may be terminated by either party at any time upon thirty (30) days written notice to the other party. The termination of this Agreement shall not relieve the Receiving Party of the obligations imposed by Paragraphs 3, 4, 5, 9, 10 and 12 of this Agreement with respect to Proprietary Information disclosed prior to the effective date of such termination, and the provisions of Paragraphs 3, 4, 5, 9, 10 and 12 shall survive the termination of this Agreement for a period of seven (5) years from the date of such termination.9.The Receiving Party agrees to indemnify XXX for any loss or damage suffered as a result of any breach by the Receiving Party of the terms of this Agreement, including any reasonable fees incurred by XXX in the collection of such indemnity.10.This Agreement shall be governed by the laws of the State of California (United States of America). Any claim or controversy arising out of or related to this Agreement or any breach hereof shall be submitted to a court of applicable jurisdiction in the State of California (United States of America), regardless of any conflict of laws provisions, and each Party hereby consents to the jurisdiction and venue of such court.11.This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both parties.12.The Receiving Party hereby acknowledges and agrees that in the event of any breach of this Agreement by the Receiving Party, including, without limitation, the actual or threatened disclosure of Proprietary Information without the prior express written consent of XXX, XXX will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, the Receiving Party hereby agrees that XXX shall be entitled to specific performance of the Receiving Partys obligations under this Agreement, as well as such further equitable or legal relief as may be granted by a court of competent jurisdiction.13.The parties rights and obligations will bind and inure to benefit of their respective successors, heirs, executors and administrators and permitted assigns. The Receiving Party shall not assign or delegate its obligations under this Agreement either in whole or in part without prior written consent of XXX.14.This Agreement has been prepared in the English language and the English language shall control its interpretation. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect.15.The Receiving Party may be provided information under this Agreement that is covered under the Privacy Act, 5 USC 552(a), and/or the Health Insurance Portability and Accountability Act (PL 104-191) and its various implementing regulations and which must be protected in accordance with those provisions. Healthcare information is personal and sensitive and must be treated accordingly. If