NDA

Non-Disclosure Agreement

Between

<<NAME HERE>>

 

                                                                                                                                – hereinafter referred to as »…………                                     « –

and

Fraunhofer-Gesellschaft zur Förderung der angewandten Forschung e. V.,

Hansastrasse 27 c, D-80686 München, Federal Republic of Germany

 

                                                                                                                 – hereinafter referred to as »FhG«-

 

as legal entity for

 

Fraunhofer Institute for Open Communication Systems FOKUS

Kaiserin-Augusta-Allee 31, 10589 Berlin

 

                                                                                                                                – hereinafter referred to as »FOKUS« –

 

 

Whereas:

 

FOKUS is the coordinator of the EC funded webinos project and ………… is interested to support the aims of webinos and accordingly to receive more information on the project, e.g. by taking part in webinos meetings.

FOKUS or other partners of the webinos consortium may disclose technical and/or commercial information of a confidential nature and wish to ensure that the same remain confidential.

Now, therefore, it is hereby agreed as follows:

1          For the purposes of this Agreement »Confidential Information« shall mean any technical, operational, administrative or financial information, including but not limited to any documents disclosed by FOKUS to ………….

“Confidential Information” shall also apply to information of or disclosed by the other partners of the webinos consortium.

2          ………… undertakes to treat as confidential all and any Confidential Information and agree not to disclose the same to any third party except with the prior written consent of FOKUS or the disclosing webinos partner.

3          The restrictions on the use and disclosure of Confidential Information shall not apply to any information which is:

(a)       proven to have been known to ………… prior to the time of its receipt pursuant to this Agreement; or

(b)       in the public domain at the time of disclosure to ………… or thereafter enters the public domain without breach of the terms of this Agreement; or

(c)       lawfully acquired by ………… from an independent source having a bona fide right to disclose the same; or

(d)       independently developed by an employee of ………… who has not had access to any of the Confidential Information.

4          Unless it is necessary for the definition of the collaboration and provided that any copy of Confidential Information is distributed to ………..’s employees only who have a need to know, ………… shall not, without the disclosing party’s prior written consent, copy or reproduce any document provided to ………… containing in whole or in part Confidential Information and ………… shall return or destroy the same and any copies thereof on the disclosing party’s request but the latest until termination of this Agreement. ………… shall secure that its employees accept to comply with the terms of this agreement by written declarations before disclosure of the disclosing party’s Confidential Information to such employees. Upon the disclosing party’s request, ………… shall provide FOKUS with copies of such commitments.

5          ………… agrees to use the Confidential Information only for the purposes mentioned above and to refrain from any other use, especially to apply for intellectual property rights with regard to such Confidential Information. All Confidential Information supplied pursuant to this Agreement shall remain the property of FOKUS or the disclosing webinos partner and no licenses are granted to ………….

………… agrees that any Confidential Information is made available “as is” and that no warranties are given or liabilities of any kind are assumed with respect to the quality of such Confidential Information, including, but not limited, to its fitness for the purpose, non-infringement of third party rights, accuracy, completeness or its correctness.

6          This Agreement shall come into force on the date of the last signature and shall thereafter be valid for until December 31, 2012. The obligation of confidentiality hereunder shall continue to be valid for a period of 5 years after the end of the term of this Agreement.

7          ………… acknowledges that its obligations under this agreement apply also with regard to Confidential Information owned or disclosed by other partners to the webinos project and that ………… may be held liable also directly by such partners in case of any violation of its obligations.

8          Ancillary agreements, amendments, additions hereto must be made in writing.

             This Agreement is subject to and governed by the laws of the Federal Republic of Germany.

If any provision of this Agreement is determined to be illegal or in conflict with the applicable law, the validity of the remaining provisions shall not be affected. The ineffective provision shall be replaced by an effective provision which is economically equivalent. The same shall apply in case of a gap.

 

…………………(insert place + date)

 

Signed on behalf of …………

 

 

Berlin,

 

 

 

 

Signed on behalf of Fraunhofer Gesellschaft e. V.