Common use of Dealing with Confidential Information Clause in Contracts

Dealing with Confidential Information. 1. The Party receiving Confidential Information from the other Party is obliged in particular to: a. treat Confidential Information in accordance with its specificity and protect it in an appropriate manner with at least the same degree of diligence as the Receiving Party protects its own information of such type, b. use any Confidential Information obtained in the course of the cooperation, and in relation to the cooperation solely for the purpose and scope defined jointly by the Parties, in particular for the realization of the Project, c. not copy or otherwise reproduce Confidential Information of the Disclosing Party, d. pass or transmit Confidential Information only to its employees, contractors or other persons who are directly involved in the realization of the Project (also called “Co- workers”), and only to the extent to which they are bound by the obligation of confidentiality which shall be at least the same as provided by this Agreement, e. notify, if possible, the Disclosing Party the need for disclosure of Confidential Information under the law (expressed in e.g. administrative decision, judgment/award or any other act of state power/authority/legal body) and take measures permitted by law to preserve the confidentiality of the Confidential Information upon and after their disclosure to the entity authorized by law (e.g. filing request for excluding openness of the proceedings), f. treat as confidential all of the information which even only might be Confidential Information, until its status is determined by the Disclosing Party. 2. Upon written request of the Disclosing Party, as well as in the event of cessation of the Project, the Receiving Party shall return any and all materials, documents and information preserving/containing Confidential Information or related ones, regardless of their form, together with all copies and studies, authorized or not. Receiving Party shall also at the request of the Disclosing Party submit a written declaration that all notes, memoranda, analyzes, reports and any other documents that contained Confidential Information of the Disclosing Party were destroyed, under the pain of recognizing that such Confidential Information has been disclosed to unauthorized person/entity. 3. The Parties are not obliged to keep confidential the information which: (a) is in the public domain, through means other than an unauthorized disclosure resulting from an act or omission by the Receiving Party or its Co-workers; (b) was previously confirmed and determined by the Disclosing Party as non-confidential (c) is required to be disclosed by law. 4. All rights to the Confidential Information in relations between the Parties remain the rights of the Disclosing Party, unless the Parties expressly agree otherwise. This Agreement does not transfer or authorize the Receiving Party to acquire or use any of such rights of the Disclosing Party, including the intellectual property rights. The Parties will restrain from acts aiming at acquiring by the Receiving Party or any third party intellectual property rights of the Disclosing Party. 5. If the cooperation of the Parties includes also exchange/providing of samples (e.g. of the substance/product) - the Receiving Party obliges itself not to analyze it nor to explore it beyond the object and purpose of this Agreement nor in the scope beyond and not related to the Project. 6. Each Party shall be responsible, as for its own acts, for maintaining the confidentiality of information in accordance with the provisions of this Agreement by its Co-workers. 7. This Agreement does not impose upon either Party any obligation to disclose its Confidential Information to the other Party. 8. If by operation of law or pursuant to any act or omission, either of the Parties is subject to liquidation, merger or other transformation, such a Party must immediately notify the other Party the possibility of such circumstances.