Exhibit 3
BILATERAL CONFIDENTIALITY AGREEMENT
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THIS AGREEMENT, effective February 28, 2000, by and between Bausch & Lomb
Incorporated, with an office at One Bausch & Lomb Place, Rochester, New York,
and Xxxxxx Xxxxxx Visioncare, Inc., with an office at 000 Xxxx Xxxxxx Xxxxxx,
Xxx Xxxxxxx, Xxxxxxxx.
The parties desire to explore the possibility of entering into a business
relationship, and are willing to provide each other access to certain ideas,
concepts, data or other information which in whole or in part is or will be
considered by them to be proprietary and confidential (hereinafter referred to
as "Confidential Information").
NOW, THEREFORE, in consideration of the premises, and the mutual covenants
contained herein, the parties agree as follows:
1. This Agreement provides only for the handling and protecting of
Confidential Information and shall not be construed as a teaming, joint venture,
or any other such arrangement.
2. The receiving party shall take all reasonable steps to preserve any
and all Confidential Information received from the disclosing party pursuant to
this Agreement. The receiving party will disclose the Confidential Information
only to those employees, agents and consultants whose work requires such
disclosure and who have agreed in writing to maintain such Confidential
Information in confidence. The receiving party shall not otherwise use, copy,
or disclose (either internally or to third parties) such Confidential
Information.
3. Notwithstanding any other provisions of this Agreement, the receiving
party shall not be liable for disclosure of any Confidential Information of the
disclosing party and the non-use obligations shall not apply to any such
Confidential Information if the same:
a. is now in or hereafter comes into the public domain without
breach of this Agreement and through no fault of the receiving
party, or
b. is properly and lawfully known to the receiving party prior to
the effective date of this Agreement without an obligation of
confidentiality to the other party, or
c. subsequent to disclosure hereunder, is lawfully received by the
receiving party from a third party whose rights therein are
without any restriction to disseminate the Confidential
Information, or
d. is developed by employees, agents, or consultants of the
receiving
party independently of and without reference to any Confidential
Information of the disclosing party, or
e. is communicated by the disclosing party to a third party free of
any obligation of confidence.
4. The disclosure of Confidential Information by the parties shall not
result in any obligation on the part of either party to enter into any future
agreement relating to such Confidential Information or to undertake any other
obligation not set forth in a written agreement signed by the parties hereto.
Neither the execution and delivery of this Agreement nor the delivery of any
Confidential Information hereunder shall be construed as granting by
implication, estoppel or otherwise, any right in or license under any present or
future invention, trade secret, trademark, copyright, or patent, now or
hereafter owned or controlled by either party hereto.
5. This Agreement may be terminated by either party by giving thirty (30)
days written notice to the other party, and, unless sooner terminated, shall
automatically terminate twelve (12) months from the effective date hereof.
However, the receiving party's obligation to protect previously received
Confidential Information shall survive for three (3) years from the date of
receipt of such Confidential Information.
6. All Confidential Information shall remain the property of the
disclosing party and shall be returned to the disclosing party, or destroyed,
upon written request, provided that each party may retain one copy of the
disclosing party's Confidential Information for legal archival purposes only.
The disclosing party's failure to request such return or destruction, shall not
relieve the receiving party of its confidentiality obligations under this
Agreement.
7. This Agreement contains the entire understanding relative to the
protection of Confidential Information covered by this Agreement and supersedes
all prior and collateral communications, reports, and understandings, if any,
between the parties regarding such Confidential Information. No modification,
or addition to any provision hereof shall be binding unless in writing and
signed by the parties. This Agreement shall apply in lieu of and
notwithstanding any specific terms contained in any legend or statement
associated with any particular Confidential Information exchanged, and the
duties of the parties shall be determined exclusively by the terms and
conditions herein.
8. This Agreement is non-assignable and any attempt or purported
assignment of any rights hereunder by either party shall be null and void,
except that either party may assign the Agreement to a successor or assignee of
its business division to which this Agreement pertains, provided that
appropriate notice is given to the other party.
9. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York without reference to its conflict of law or
choice of law rules.
XXXXXX XXXXXX VISIONCARE, INC. BAUSCH & LOMB INCORPORATED
/s/ Xxxxx X. Xxxx /s/ Xxxxxx X. Xxxxxx
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Signature Signature
Xxxxx X. Xxxx Xxxxxx X. Xxxxxx
--------------------------------- Senior Vice President and General Counsel
Named Printed
CEO
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Title
(Authorized Representative)
