Note | = | "Agreement" is used as a defined term, but is not defined. |
|
Ti | = | Terms |
|
sec | = | - {ConfInfo.Sec}
- {Circulate.Sec}
- {Engage.Sec}
- {Life.Sec}
- {Misc.Sec}
|
|
ConfInfo.sec | = | - {ConfInfo.Communicate.sec}
- {ConfInfo.Exclude.sec}
- {Def.Affiliate.sec}
|
|
ConfInfo.Communicate.sec | = | {ConfInfo.Communicate.Intro.sec}- {ConfInfo.Communicate.From.sec}
- {ConfInfo.Communicate.To.sec}
- {ConfInfo.Communicate.Re.sec}
|
|
ConfInfo.Exclude.sec | = | {ConfInfo.Exclude.Intro.sec}- {ConfInfo.Exclude.Public.sec}
- {ConfInfo.Exclude.Knows.sec}
- {ConfInfo.Exclude.Finds.sec}
- {ConfInfo.Exclude.Makes.sec}
- {ConfInfo.Exclude.Disclaimed.sec}
|
|
Circulate.sec | = | - {Circulate.PermittedPerson.sec}
- {Circulate.VicariousLiability.sec}
- {Disclose.Mandatory.sec}
|
|
Circulate.PermittedPerson.sec | = | {Circulate.PermittedPerson.Intro.sec}- {Circulate.PermittedPerson.If.NeedToKnow.sec}
- {Circulate.PermittedPerson.If.Bound.sec}
|
|
Engage.sec | = | {Engage.Intro.sec}- {Engage.ForPurpose.sec}
- {Engage.Protect.sec}
- {Engage.NotifyOfLeak.sec}
- {Engage.Return.sec}
|
|
Misc.sec | = | - {Misc.Notice.Sec}
- {Misc.Privity.Sec}
- {Misc.EntireAgreement.Sec}
- {Misc.Amend.Sec}
- {Misc.Assign.Sec}
- {Misc.Waive.Sec}
- {Misc.Injunction.Sec}
- {Misc.ADR.Sec}
- {Misc.LawAndForum.Sec}
|
|
|
ConfInfo.Ti | = | What is {_Confidential_Information}? |
|
ConfInfo.Communicate.Intro.sec | = | {Def.Confidential_Information} means information that is disclosed: |
|
ConfInfo.Communicate.From.sec | = | by a party to this {_Agreement} (the {Def.Discloser}) or on the {_Discloser}’s behalf by its authorised representatives or its {_Affiliates}, |
|
ConfInfo.Communicate.To.sec | = | to the other party to this {_Agreement} (the {Def.Receiver}), and |
|
ConfInfo.Communicate.Re.sec | = | in connection with the Purpose. |
|
ConfInfo.Communicate. | = | [G/Z/ol-i/s3] |
|
ConfInfo.Exclude.Intro.sec | = | {_Confidential_Information} does not include information that is: |
|
ConfInfo.Exclude.Public.sec | = | in the public domain not by breach of this {_Agreement}, |
|
ConfInfo.Exclude.Knows.sec | = | known by the {_Receiver} at the time of disclosure, |
|
ConfInfo.Exclude.Finds.sec | = | lawfully obtained by the {_Receiver} from a third party other than through a breach of confidence, |
|
ConfInfo.Exclude.Makes.sec | = | independently developed by the {_Receiver}, or |
|
ConfInfo.Exclude.Disclaimed.sec | = | expressly indicated by the {_Discloser} as not confidential. |
|
ConfInfo.Exclude. | = | [G/Z/Base] |
|
Def.Affiliate.sec | = | {Def.Affiliate} means any entity that directly or indirectly controls, is controlled by, is under common control with or is otherwise in the same group of entities as a party to this {_Agreement}. |
|
ConfInfo. | = | [G/Z/Base] |
|
Circulate.Ti | = | Who can I share it with? |
|
Note | = | "Def.Permitted_Receiver.Target" should be fullfilled with {_Permitted_Receivers} |
|
Circulate.PermittedPerson.Intro.sec | = | The {_Receiver} may share the {_Confidential_Information} with its {Def.Permitted_Receiver}, which means its {_Affiliates} and its officers, employees, members, representatives, professional advisors, agents and subcontractors of the {_Receiver} or its {_Affiliates}, but only if they: |
|
Circulate.PermittedPerson.If.NeedToKnow.sec | = | need to know it, and only use it, for the Purpose, and |
|
Circulate.PermittedPerson.If.Bound.sec | = | have agreed to keep it confidential and restrict its use to the same extent that the {_Receiver} has. |
|
Circulate.PermittedPerson. | = | [G/Z/Base] |
|
Circulate.VicariousLiability.sec | = | The {_Receiver} is liable for its breach of this {_Agreement} and any act or omission by a {_Permitted_Receiver} which would constitute a breach of this {_Agreement} if it were a party to it. |
|
Disclose.Mandatory.sec | = | The {_Receiver} may share the {_Confidential_Information} if legally required but must promptly notify the {_Discloser} of the requirement if legally allowed. |
|
Circulate. | = | [G/Z/Base] |
|
Engage.Ti | = | What are my obligations? |
|
Engage.Intro.sec | = | The {_Receiver} must: |
|
Engage.ForPurpose.sec | = | only use the {_Confidential_Information} for the Purpose, |
|
Engage.Protect.sec | = | keep the {_Confidential_Information} secure and confidential and only disclose it as allowed by this {_Agreement}, |
|
Engage.NotifyOfLeak.sec | = | promptly notify the {_Discloser} if it becomes aware of a breach of this {_Agreement}, and |
|
Engage.Return.sec | = | take reasonable steps to destroy or erase any {_Confidential_Information} it holds within thirty days of the {_Discloser}’s request, except the {_Receiver} may retain copies of {_Confidential_Information} that are securely stored in archival or computer back-up systems or to meet legal or regulatory obligations, subject to this {_Agreement}’s terms. |
|
Engage. | = | [G/Z/Base] |
|
Life.Ti | = | How long do my obligations last? |
|
Life.1.sec | = | The {_Receiver}’s duty to protect {_Confidential_Information} starts on the date {_Confidential_Information} is disclosed and lasts until the end of the Confidentiality Period. |
|
Life.2.sec | = | Either party may terminate this {_Agreement} with thirty days’ prior written notice, but this will not affect the parties’ obligations to protect {_Confidential_Information} disclosed before termination until the end of the Confidentiality Period. |
|
Life. | = | [G/Z/ol-a/s2] |
|
Misc.Ti | = | Other important information |
|
Misc.Notice.Ti | = | Notices |
|
Misc.Notice.sec | = | Formal notices under this {_Agreement} must be in writing and sent to the email addresses on the {_Agreement}’s front page as may be updated by a party to the other in writing. |
|
Misc.Notice. | = | [G/Z/Base] |
|
Misc.Privity.Ti | = | Third parties |
|
Misc.Privity.sec | = | Except for the {_Discloser}’s {_Affiliates}, no one other than a party to this {_Agreement} has the right to enforce any of its terms. |
|
Misc.Privity. | = | [G/Z/Base] |
|
Misc.EntireAgreement.Ti | = | Entire agreement |
|
Misc.EntireAgreement.sec | = | This {_Agreement} supersedes all prior discussions and agreements and constitutes the entire agreement between the parties with respect to its subject matter and neither party has relied on any statement or representation of any person in entering into this {_Agreement}. |
|
Misc.EntireAgreement. | = | [G/Z/Base] |
|
Misc.Amend.Ti | = | Amendments |
|
Misc.Amend.sec | = | Any amendments to this {_Agreement} must be agreed in writing. |
|
Misc.Amend. | = | [G/Z/Base] |
|
Misc.Assign.Ti | = | Assignment |
|
Misc.Assign.sec | = | Neither party can assign this {_Agreement} to anyone else without the other party's consent. |
|
Misc.Assign. | = | [G/Z/Base] |
|
Misc.Waive.Ti | = | Waiver |
|
Misc.Waive.sec | = | If a party fails to enforce a right under this {_Agreement}, that is not a waiver of that right at any time. |
|
Misc.Waive. | = | [G/Z/Base] |
|
Misc.Injunction.Ti | = | Equitable relief |
|
Misc.Injunction.sec | = | The {_Discloser} may seek injunctive relief or specific performance to enforce its rights under this {_Agreement}. |
|
Misc.Injunction. | = | [G/Z/Base] |
|
Misc.ADR.Ti | = | Alternative dispute resolution |
|
Misc.ADR.sec | = | The parties may refer any disputes arising under this {_Agreement} to mediation or arbitration for resolution if agreed to in writing by both parties. |
|
Misc.ADR. | = | [G/Z/Base] |
|
Misc.LawAndForum.Ti | = | Governing law and jurisdiction |
|
Misc.LawAndForum.sec | = | The {_Governing_Law} applies to this {_Agreement} and all disputes will only be litigated in the courts of the {_Jurisdiction}. |
|
Misc.LawAndForum. | = | [G/Z/Base] |
|
Misc. | = | [G/Z/Base] |
|
| = | [G/Z/Base] |
|
|