Individual Level Confidentiality Agreement

The parties hereto are:
(Insert names and full addresses as appropriate)

___________________________________ (the “Disclosing Party”) ____________________________________ (the “Receiving Party”)

I, the Receiving Party, hereby agree that any confidential scientific, technical, marketing or business information received by myself from any member of, or party associated with the _______________________________________________, will not, unless subject to further written agreement, be disclosed or used by myself or the institution I represent, but that it is provided solely so that I may perform my duties. I agree hereto with respect to any confidential information disclosed to myself and which it is obvious to the Disclosing Party or claimed by the Disclosing Party as confidential (“Confidential Information”). Confidential Information may equally well be written information or information transmitted verbally, visually, electronically or by any other means.

I guarantee therefore that I shall:

a) Use said Confidential Information only for the purpose of furthering the activities of the _______________________________________________________________

b) Disclose the Confidential Information only to those other employees, colleagues or _______________________________________________________________ (who shall have similarly committed in writing to the terms of this Agreement) necessary for the evaluation of the information, and shall in no instance disclose the same to any other party for any purpose without the prior written consent of the party providing the information.

c) Agree to protect the confidentiality of the information in the same manner I would protect the confidentiality of my own or my institution’s own proprietary and confidential information of TK kind, but in any case using reasonable care.

d) Agree that Confidential Information disclosed under this Agreement shall at all times remain the exclusive property of the Disclosing Party. No license or other rights in or to the material disclosed, is granted by this Agreement, nor is any disclosure of Confidential Information under this Agreement, except as provided herein. All Confidential Information made available under this Agreement, including copies thereof, shall be returned to the Disclosing Party (or, upon such party’s request or consent, destroyed) forthwith upon the first to occur of:

i. Completion of the purpose(s) set forth in this Agreement;
ii. The reasonable request of the Disclosing Party; or
iii. The cancellation of this Agreement.

e) Not to copy or reproduce Confidential Information of the other party without first obtaining their written permission. Should authorized copies of the Confidential Information be made, each party undertakes to reproduce in complete and identical form and wording the right of ownership of the Disclosing Party.
f) Have no obligation of confidentiality with respect to information that:

i. Is in the public domain by use and/or publication at the time of its receipt or enters the public domain thereafter through no fault of myself;
ii. Was already in my possession prior to receipt as shown by written documentation to be delivered to the Disclosing party within thirty (30) days;
iii. Was properly obtained from a third party not under a confidentiality obligation to the Disclosing Party; or
iv. Was previously developed, independently, by myself or my institution, as shown by written documentation to be delivered to the Disclosing Party within thirty (30) days.
g) Recognize that the disclosure of Confidential Information under this Agreement can in no way be interpreted as endowing the Receiving Party with any right whatsoever to intellectual or industrial property, patent or any other right relating to Confidential Information.

The obligations of confidentiality under this Agreement shall be limited to a period of five (5) years from delivery of information.

This Agreement shall be governed and construed in accordance with _________________________________________ (insert name of country) law.

This Agreement contains my entire understanding with respect to the matters herein contained, and supersedes any previous agreements and undertakings with respect thereto.

IN WITNESS WHEREOF, this Agreement is hereby executed by:
Name: _____________________________________________________________ Signed: ______________________________ Date: _________________________

For and on behalf of __________________________________________________ and duly authorized in his/her personal capacity:
Name: ______________________________ Position: ______________________ Signed: _____________________________ Date: _________________________


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