Mutual Non-Disclosure Agreement- TEMPLATE Effective Date”

Mutual Non-Disclosure Agreement- TEMPLATE
This Mutual Non-Disclosure Agreement (hereinafter the “Agreement”) is made and entered into
as of this (day/month/year) (The “Effective Date”).
BETWEEN:
Indian Institute of Science, a Deemed University, situated at Sir C.V. Raman Road, Bangalore–
560012 (hereinafter referred to as “IISc”), of the one part;
AND
XYZ, having its place of business at (Address) (hereinafter referred to as “the Company”,
which expression is deemed to mean and include its affiliates, successors and assigns, of the
other part:
The Institute and the Company are also hereinafter individually referred to as the "Party” and
collectively as the "Parties", as the context may demand.
RECITALS:
A. The Company proposes to collaborate with IISc and meet the researchers of IISc to have
discussions for the purpose of evaluating their interest in participating in future research
collaboration and/or commercializing of IISc’s Intellectual Property (IP) (the
“Purpose”).
B. In order to proceed with the Purpose, each Party is willing to disclose its confidential
information (hereinafter defined) to the other on a strictly confidential basis and under the
terms and conditions set out in this Agreement and, in connection with the Purpose as
mentioned above, wishes to execute this Agreement.
In consideration of the mutual promises and covenants contained in this Agreement and the
mutual disclosure of confidential information, the Parties hereto agree as follows:
1.
CONFIDENTIAL INFORMATION
For the purpose of this Agreement, "Disclosing Party" is the Party disclosing
Confidential Information and "Receiving Party" is the Party receiving Confidential
Information. "Confidential Information" is all information (i) identified in written or oral
format by the Disclosing Party to the Receiving Party to this Agreement and includes
trade secrets, computer software, circuit designs, schematics, data and know-how,
Page 1 of 6
copyrightable materials, inventions, marketing plans, strategies, business, financial and
product development plans, as related to the Subject Matter which is more specifically set
out below. Confidential Information shall include all nonpublic information furnished,
disclosed, or transmitted, regardless of form.
2.
SUBJECT MATTER
The Confidential Information contemplated for disclosure under this Agreement includes
but is not limited to the following: please fill in appropriately
The Subject Matter of the Confidential Information to be disclosed:
(a) by the IISc Researcher is: __________________________________________
_________________________________________________________________;
and
(b) by the Company is: ____________________________________________________
_________________________________________________________________.
3.
EXCEPTIONS TO CONFIDENTIAL INFORMATION
This Agreement does not apply to information that:
(a)
(b)
(c)
(d)
(e)
is in the public domain at the time of disclosure or later becomes part of the public
domain through no fault of the Receiving Party; or
was known to the Receiving Party at the time of disclosure or was independently
developed by the Receiving Party, provided there is adequate documentation to
confirm such prior knowledge or independent development;
is disclosed to the Receiving Party by a third party and Receiving Party was not
aware that the third party had a duty of confidentiality to Disclosing Party in
respect of the information;
is used or disclosed by the Receiving Party with Disclosing Party’s prior written
approval; or
is required to be disclosed by law, provided that Receiving Party makes its best
effort to give Disclosing Party prior notice and the opportunity to obtain an order
to prevent or restrict any such disclosure.
4. USE AND MAINTENANCE OF CONFIDENTIAL INFORMATION
The Receiving Party agrees not to use any Confidential Information for any purpose except
to evaluate and engage in discussions concerning a potential research-based relationship
between the Parties hereto. Receiving Party agrees not to disclose any Confidential
Information to third parties or to its employees, excepting those employees who are required
to have the information in order to evaluate or engage in discussions concerning the
Page 2 of 6
contemplated research-based relationship, provided that they are advised of the confidential
nature of the Confidential Information and are under an obligation to maintain its
confidentiality. The Receiving Party shall immediately notify the Disclosing Party in the
event of any unauthorized use or disclosure of the Confidential Information. The Receiving
Party shall not reverse-engineer, disassemble, or decompile any prototypes, software, or
other tangible objects which embody the Disclosing Party's Confidential Information
provided to the Receiving Party hereunder. The Receiving Party shall not use the
Confidential Information to procure a commercial advantage over Disclosing Party.
5. DESIGNATED REPRESENTATIVES
Each Party designates a representative for coordinating receipt, release, and delivery of
Confidential Information, which, for the Institute, will be
a) (Name of Principal Investigator)
[address, phone, fax and email of contact]
And
b) for the Company will be
Name of designated representative for the Company
[address, phone, fax and email of contact]
6. RETURN OF CONFIDENTIAL INFORMATION:
Any materials or documents that have been furnished by the Disclosing Party to the Receiving
Party in connection with the Agreement will be promptly returned by the Receiving Party,
accompanied by all copies of such documentation and any derivative works thereof at the
Disclosing Party’s option, upon expiration of this Agreement or upon the disclosing Party’s
written request. In case of destruction, the Receiving Party shall certify the fact of such
destruction in writing to the Disclosing Party, if so requested by the Disclosing Party. The
Receiving Party shall not make any copies of Confidential Information unless the same are
previously approved in writing by the Disclosing Party.
7. NO LICENSE OR OTHER RIGHTS:
The Parties recognize and agree that nothing contained in this Agreement shall be construed
as granting any property rights, by license or otherwise, to any Confidential Information of
Page 3 of 6
the other Party disclosed pursuant to this Agreement, or to any invention or any patent,
copyright, trademark, or other intellectual property right that has issued or that may issue,
based on such Confidential Information except the limited right to use such Confidential
Information in accordance with the Purpose under this Agreement. Neither Party shall make,
have made, use, or sell for any purpose any product or other item using, incorporating, or
deriving from any Confidential Information of the other party.
8. NO WARRANTY:
All Confidential Information is provided “as is”. Neither Party makes any warranties, express,
implied, or otherwise, regarding its accuracy, completeness or performance, including any
warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or
violation of third party intellectual property rights. Neither Party shall be liable to the other
hereunder for amounts representing loss of profits, loss of business or indirect, consequential nor
do punitive damages of the other Party in connection with the provision or use of Information
hereunder, except to the extent that such provision or use constitutes a breach of this Agreement.
9. TERM:
This Agreement shall remain in effect for a period of one (1) year from the Effective Date
unless otherwise terminated by either Party giving notice to the other of its desire to terminate
this Agreement. The obligations set forth in this Agreement shall bind the Parties for a period
of three (3) years from the date of termination of this Agreement.
10. REMEDIES:
The Receiving Party agrees that any violation or threatened violation of this Agreement will
cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to obtain
injunctive relief in addition to all legal remedies.
11. NO OBLIGATION:
Nothing herein shall a) obligate either Party to proceed with any transaction between them,
and each Party reserves the right, in its sole discretion, to terminate the discussions
contemplated by this Agreement, if any, and to also cease further disclosures, communications
or other activities under this Agreement upon written notice to the other Party b) preclude
either Party from engaging in discussions with any third Party(ies) regarding the Purpose,
provided that the terms of this Agreement are strictly complied with during such discussions.
12. SETTLEMENT OF DISPUTES
a) In the event of any dispute or difference between the Parties hereto, arising out of or in
relation to this Research Agreement, such difference or dispute shall be resolved
amicably by mutual consultation or through the good offices of the Director of the
Institute, or his nominee, who shall represent the interests of the Institute, and the Head of
Page 4 of 6
the Company, or a person nominated by the Company, in the said context at the relevant
point of time. If the dispute cannot be resolved by this group, the Director of The
Institute or his nominee and the Head of the Company or person nominated by the
Company shall, by mutual agreement, nominate an umpire to be included in the group.
The decision of this enlarged group shall be final and binding on all Parties to this
Agreement.
If such a resolution is not possible, then, only the unresolved portion of the dispute or
difference shall be referred for arbitration as per the provisions of the Arbitration and
Conciliation Act 1996 and the Rules there under, as amended from time to time, or any
enactment in place thereof by a sole arbitrator to be agreed by both Parties.
b) The seat of arbitration shall be Bangalore.
c) The language to be used in the arbitration proceedings shall be English. Only the
competent courts at Bangalore will have jurisdiction in respect of this Agreement.
13. APPLICABLE LAW
This Agreement shall be construed, interpreted, and governed by the laws of India. Any
disputes relating to this Agreement which have not been successfully resolved through the
dispute resolution process provided for hereinabove shall be subject to the jurisdiction of the
Courts in Bangalore.
14. SURVIVAL OF AGREEMENT
The Parties acknowledge and agree that the undertakings given about the Confidential
Information shall survive the termination of this or any other Agreement between the
parties and shall continue in force until such Confidential Information becomes public
knowledge other than by breach of this Agreement.
15. MISCELLANEOUS
a) This document contains the entire agreement between the Parties with respect to the
subject matter hereof and supersedes all prior discussions. Any failure to enforce any
provision of this Agreement shall not constitute a waiver thereof or of any other provision
hereof. This Agreement may not be amended, nor any obligation waived, except by a
writing signed by both Parties hereto.
b) The rights of the Parties under this Agreement may not be assigned or transferred to any
person, or corporation without the express prior written consent of the other Party.
c) Each Representative signing this Agreement warrants that he/she is authorized to sign for
and bind the Organization he/she is representing.
d) This Agreement is valid and binding on the successors-in-title and permitted assigns of
the respective Parties. The spirit of mutual trust and confidence shall be the underlying
principle of this undertaking and the Parties agree to adhere thereto.
Page 5 of 6
e) This Agreement may be executed in 2 (two) counterparts, each of which shall be an
original and with each Party in possession of one such original, but both together shall
constitute one instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this Mutual Non-Disclosure
Agreement to be executed as of the Effective Date.
Indian Institute of Science
Company
By its authorized signatory
By its authorized signatory
Signature: ___________________
Signature: ___________________
Name: ____________________
Name:_____________________
Title:
Title:
The Registrar
Seal:
Seal:
WITNESS
1. Signature:_____________________
Name:
Title:
Address:
2 Signature:_____________________
Name
Title
Address:
Page 6 of 6