Exhibit 10.6
CONFIDENTIAL INFORMATION
DISCLOSURE AGREEMENT
PHARMAPRINT INC., a California corporation, [hereinafter referred to as
"PHARMAPRINT"], with offices located at Jamboree Center, Suite 1900, ▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, and_________________, [hereinafter referred
to as "SECOND PARTY"], with offices located at_________________to the following
Agreement regarding non-disclosure of Confidential Information.
WHEREAS, SECOND PARTY, has been engaged by PHARMAPRINT for the purpose of a
potential pharmaprinting agreement.
WHEREAS, in the course of said engagement certain proprietary and
Confidential Information belonging to PHARMAPRINT will need to be revealed and
disclosed to SECOND PARTY,
THEREFORE, in consideration of the said disclosure of said information by
PHARMAPRINT, and in consideration of the covenants, conditions and promises
contained herein, the parties agree as follows:
1. During the term of the engagement of SECOND PARTY, SECOND PARTY
will have access to and become acquainted with various technical information
including, trade secrets, know how, experience, patterns, devices, methods,
plans, raw data, processes and compilations of information, records and
specifications in connection with pharmaceutical drugs, and drug development
technologies, all of which are owned by PHARMAPRINT and used regularly in the
operation of PHARMAPRINT'S business, collectively termed Pharmaprinting and/or
Confidential Information.
2. The parties hereto acknowledge and agree that any written
information marked Confidential, or any other information reduced to writing and
marked Confidential within sixty [60] days and is provided by PHARMAPRINT to
SECOND PARTY, is considered to be Confidential Information and not otherwise
available for disclosure.
3. The parties further acknowledge that PHARMAPRINT is the proprietor
of said Confidential Information and that SECOND PARTY agrees to treat said
information confidentially, and that a fiduciary and confidential relationship
between the parties is hereby established, and that SECOND PARTY will disclose
said Confidential Information only to those employees of SECOND PARTY which are
necessary in order to carry out the terms of SECOND PARTY'S engagement with
PHARMAPRINT, and that said employees also
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shall agree to respect the fiduciary and confidential relationship established
hereby.
4. All files, records, documents, drawings, specifications,
equipment, and similar items relating to the business of PHARMAPRINT, whether
they are prepared by the SECOND PARTY, or, come into the SECOND PARTY'S
possession in any other way and whether or not they contain or constitute trade
secrets owned by PHARMAPRINT, are and shall remain the exclusive property of
PHARMAPRINT and shall not be removed from the premises of PHARMAPRINT or the
premises of SECOND PARTY under any circumstances whatsoever without the prior
written consent of PHARMAPRINT. During the course of the engagement, certain
information may be generated by SECOND PARTY relating to PHARMAPRINT technical
information and shall also be deemed to be within PHARMAPRINT confidential
information.
5. SECOND PARTY promises and agrees that it shall not misuse,
misappropriate, or disclose any of said Confidential Information, directly or
indirectly, or use them in any way, either during the term of this Agreement,
thereafter, except as required im the course of SECOND PARTY'S engagement by
PHARMAPRINT.
6. It is contemplated that during the course of SECOND PARTY'S
engagement by PHARMAPRINT, SECOND PARTY will be engaged in work involving
PHARMAPRINT'S pharmaceutical drugs and drug development technologies, and will
have access to and become acquainted with experiments, developments, formulas,
patterns, devices, secret inventions, processes, compilations of information,
records and specifications relating thereto. All of said data described above
are Confidential Information, and are wholly owned and controlled by
PHARMAPRINT.
7. SECOND PARTY shall not disclose any of PHARMAPRINT'S Confidential
Information, directly or indirectly, or use them in any way, either during the
term of this Agreement, or at any time thereafter, hereafter, except as required
in the course of SECOND PARTY'S engagement.
8. On the termination of SECOND PARTY'S engagement with PHARMAPRINT,
or whenever requested by PHARMAPRINT, SECOND PARTY shall immediately deliver to
PHARMAPRINT all property in its possession or under its control belonging to
PHARMAPRINT.
9. SECOND PARTY agrees not to employ said Confidential Information,
including trade secrets for it's own use without prior written consent of
PHARMAPRINT.
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10. The above agreement of Confidentiality shall not apply to:
[a]. Information which at the time of disclosure is published or
otherwise generally available to the public.
[b]. Information which after disclosure by PHARMAPRINT is
published or becomes generally available to the public, otherwise than through
any act or omission on the part of the SECOND PARTY.
[c]. Information which the SECOND PARTY can show was in it's
possession at the time of disclosure and which was not acquired directly or
indirectly from PHARMAPRINT.
[d]. Information rightfully acquired from others who did not
obtain it under a pledge of confidentiality to PHARMAPRINT.
11. SECOND PARTY shall take adequate precautions to maintain the
confidentiality of said Confidential Information, including trade secrets.
12. The Confidential Information shall not be deemed to be in the
public domain because any part of said Confidential Information is embodied in
general disclosures, or because individual features, components, or combinations
thereof, are now or become known to the public.
13. Nothing in this Agreement shall obligate PHARMAPRINT to disclose
to SECOND PARTY any particular information. No warranties of any kind are given
with respect to such Confidential Information, as well as, any use thereof.
Further, the disclosure of Confidential Information and materials which may
accompany the disclosure shall not result in any obligation to grant SECOND
PARTY rights therein. It is understood that no patent, copyright, trademark, or
other proprietary right or license is granted by this Agreement; and,
PHARMAPRINT shall have no obligation to enter into any further agreement with
SECOND PARTY, except as PHARMAPRINT, in it's sole discretion, may deem
advisable.
14. The above provisions, notwithstanding, SECOND PARTY agrees to
keep in strict confidence, and not to disclose the identity, interest, and
participation of PHARMAPRINT in connection with this Agreement, and any
relationship SECOND PARTY may have with PHARMAPRINT.
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15. The parties hereto acknowledge that this Agreement contains the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereto, and merges and supersedes all prior discussions and
writings with respect to the confidential nature of the information provide by
PHARMAPRINT and the non-disclosure thereof. No modification or alteration of
this Agreement shall be effective unless made in writing and signed by both
parties hereto.
16. This Agreement may not be assigned by either party without the
prior written consent of the other. This Agreement is made subject to and shall
be construed under the laws of the State of California, without regard to its
conflict of laws and principles. Should any suit, claim or proceeding be
undertaken to enforce the terms and conditions of this Agreement, the prevailing
party shall be entitled to all attorneys fees and costs actually incurred.
IN WITNESS WHEREOF, this Agreement is executed by PHARMAPRINT INC., and
SECOND PARTY, as follows:
DATED:_____________________. PHARMAPRINT Inc.,
By: _______________________________
AGREED TO AND ACCEPTED BY:
DATED:_____________________. SECOND PARTY
By: _______________________________
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