This Agreement is entered into this ………………… (the effective date) by and between:
................., a company incorporated under the laws of Israel, having its registered office ……………….. - acting on its behalf and represented by Mr. …………….. and Mr…………………,
And
................................., a company incorporated under the laws of ……………………… at the ……………………… baring the registration N………………, having its registered office at ……………………………., …………… acting on its behalf and represented by Mr…………………….. as Director,
Hereinafter referred individually and collectively to as "Party" and "Parties"
PREAMBLE
WHEREAS the Parties have engaged discussions and desire to exchange Confidential Information for evaluation purpose only concerning:
...........................
WHEREAS, the Parties are willing to provide for the conditions of such disclosure and protection of Confidential Information;
WHEREAS the Parties understand that nothing in this Agreement may be construed as an obligation nor any warranty or representation by any of the Parties to enter into any other contract.
NOW THEREFORE, the Parties agree as follows:
1. Used in this Agreement the term "Confidential Information" shall mean any information or data disclosed by one Party to the other, pursuant to this Agreement, either in writing or orally or otherwise subject to the conditions set forth hereafter, and including without limitation any written or printed documents, samples and physical items, models, software, hardware or any means of disclosing such Confidential Information that the Parties may elect to use during the life of this Agreement. Any derivative created by receiving Party or by the Parties from Confidential Information shall be deemed part of such Confidential Information, such as without being limited to: reports, analysis, results of tests or evaluation, adaptations, translation and any information whatsoever the form generated by persons who have had access to the Confidential Information.
2. Nothing in this Agreement may be construed and compelling any Party hereto to disclose any Confidential Information to the other. Each Party further agrees to keep confidential the existence of this Agreement and that they are meeting with or receiving such Confidential Information from the other Party.
3. Each Party, to the extent of its rights to do so, shall disclose to the other Party any Confidential Information which such disclosing Party deems appropriate to fulfill the purpose set out in the Preamble. Disclosure of Confidential Information by and between the Parties shall be made in compliance with all applicable laws and regulations of the respective countries concerning security classification and transfer of information.
All Confidential Information supplied hereunder is supplied on an "as is" and "where is" basis and the disclosing Party gives no representation or warranty as to its accuracy, completeness or fitness for any purpose.
The disclosing Party shall not be liable for any loss or damage suffered by the receiving Party as a result of the use of the Confidential Information.
4. Any information or data in whatever form submitted by one Party to the other and which is designated as confidential to the disclosing Party shall be subject to the relevant terms and conditions of this Agreement, provided that the confidential nature of the information or data so submitted has been clearly marked, or when disclosed orally, has been identified as confidential at the time of disclosure and has been promptly (thirty (30) days at the latest) confirmed and designated in writing as Confidential Information.
5. All Confidential Information disclosed to the receiving Party and derivatives there from shall, for a period of five (5) years from the date of presentation:
a) be used and disclosed only to those persons within the receiving Party's organization who have a need to know, solely for the purpose specified in the preamble of this Agreement;
b) be protected and kept in confidence by the receiving Party which must use the same degree of care and safeguard as it uses to protect its own Confidential Information of like importance.
The receiving Party shall forthwith upon receipt of a written request from the disclosing Party:
(i) return all Confidential Information and all information, data, prototypes and samples relating to or derivative from the Confidential Information;
(ii) destroy immediately all documents, records, computer media, physical objects and samples, derivatives made by the receiving Party in connection with Confidential Information, that are not returned pursuant to paragraph (i) above; and
(iii) not keep copies or duplicates of any items referred to in paragraphs (i) or (ii) above; and
(iv) provide a certificate signed by a senior officer of the receiving Party confirming that the provisions of this clause have been complied with.
6. The receiving Party shall have no obligation or restriction, the burden of proof being on the receiving Party, with respect to Confidential Information which:
a) has come into the public domain prior to, or after disclosure thereof an in such case through no wrongful act of the receiving Party ; or
b) has been lawfully received from a third party without restrictions or breach of this Agreement ; or
c) has been or is published without violation of this Agreement; or
d) is independently developed by the receiving Party; or
e) is approved for release or use by written authorization of the disclosing Party ; or
f) is disclosed by the receiving Party to satisfy the legal demand by a competent Court of Law or government body, provided however that (i) the receiving Party shall advise the disclosing Party prior to disclosure so that the disclosing Party has an opportunity to defend, limit or protect against such production or disclosure, and (ii) the receiving Party will disclose only that portion of the Confidential Information which is legally required to be disclosed and (iii) the receiving Party will exercise its reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information required to be disclosed.
7. It is expressly understood and agreed by the Parties hereto that the disclosure and provision of Confidential Information under this Agreement by any Party to the other Party shall not be construed as granting to the receiving Party any rights whether express or implied by license or otherwise on the matters, inventions or discoveries to which such Confidential Information pertains or any copyright, trademark or trade secret rights including any license or property under any invention, discovery, patent, copyrights or other industrial or intellectual property rights, now and in the future, implied, held, made, obtained, obtainable or licensable, in relation with Confidential Information supplied hereunder.
The property in all Confidential Information disclosed by one Party to the other Party and related and created derivative there from pursuant to this Agreement shall, subject to any right of any other owner, rest with the disclosing Party.
The receiving Party agrees to use the Confidential Information only for evaluation purposes, to fulfill the purpose set out in the preamble. With respect to any Confidential Information being a computer program or any item in object code format whatever the form and the state of achievement (such as equipment, component, software, firmware and others), the Receiving party shall not without the prior written permission of the Disclosing party (i) transfer or copy the Confidential Information in whole or in part in any way, (ii) modify, adapt, correct, translate, or otherwise alter the Confidential Information in any way or prepare, develop any derivative works of the Confidential Information or any part of it.
8. The termination or expiry of this Agreement shall not relieve the receiving Party of complying with the obligations imposed by section 5 thereof with respect to the use and protection of the Confidential Information received prior to the date of the termination or expiry, such obligations shall continue for the period applicable as set forth in said section.
On termination of this Agreement by any reason, the receiving Party will on the request of the disclosing Party return to the disclosing Party all Confidential Information and copies thereof which it has in its possession pursuant to this Agreement as per section 5 thereof.
This Agreement may be terminated by either Party giving to the other not less than 30 days' prior written notice or immediately if either Party has reason to believe that the other Party is in breach of any of the obligations contained herein.
9. This Agreement shall be governed by and shall be interpreted in accordance with the laws of France. All disputes between the Parties in connection with or arising out on the existence, validity, construction, performance and termination of this Agreement (or any term thereof), which the Parties are unable to resolve between themselves, shall be finally settled by the non-exclusive jurisdiction of Tribunal de Grande Instance de Paris (France). It is understood however that the disclosing Party may seek injunctive relief from a different jurisdiction if this Party deems appropriate to do so.
10. The Parties agree that any unauthorised use or disclosure by the receiving Party of any of the Confidential Information in violation of this agreement will cause the disclosing Party irreparable injury for which it would have no remedy at law. Accordingly, the disclosing Party shall be entitled to seek immediate injunctive relief prohibiting any violation of this agreement, in addition to any other rights and remedies available to such disclosing Party.
11. In the event the disclosing Party shall bring any action to enforce or protect any of its rights under this agreement, the disclosing Party shall be entitled to recover, in addition to its damages, its attorneys' fees and costs incurred in connection with.
Both parties agree that they do not intend nor will they, directly or indirectly, export or re-export any Confidential Information to any country that is subject to French, European, U.S. export restrictions without being authorized to do so, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country.
12. The failure to enforce or to require the performance any time of any one of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every provision in accordance with the terms of this Agreement.
13. This Agreement shall remain in force for twelve (12) months from its effective date and shall be reconducted automatically for the same period unless terminated as per section 8 § 3.
14. This Agreement shall enter into force at the effective date. 4 copies of the Agreement will be produced and signed, with each party retaining 2 copies respectively.
IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized officers or representatives.
(executive full name)................................(executive full name)
(corporate seal and signature)..........................(corporate seal and signature)
