THIS AGREEMENT is made BETWEEN:
(1) Patent Yogi LLC a company incorporated in USA and whose registered office is at 43 Meyer Hill Drive, Acton, MA 01720, USA, and
(2) Individual/ Company that orders a service (“Client”);
together “the parties”.
WHEREAS
(A) Patent Yogi and Client wish to hold discussions concerning a possible business relationship related to the development of Innovation management and Intellectual Property (IP) services collaboration (“the Purpose”).
(B) For the purpose of such discussions, it will be necessary for Patent Yogi and Client to disclose to each other certain know how and IP and technical and commercial information which Patent Yogi and Client respectively regard as their confidential and proprietary property.
(C) Patent Yogi and Client are willing to disclose to the other their respective Information (as hereinafter defined) subject to the following terms and conditions.
IT IS HEREBY AGREED AS FOLLOWS
- In this Agreement the following meanings shall apply:
- “Information” means technical and business information belonging to the disclosing party including, where appropriate, and without limitation any information, the Know How (defined below), business, financial and scientific data, transcript and chemical formulas, data, patent disclosures, patent applications, materials, structures, models, techniques, processes, compositions, compounds, product roadmaps, product designs, development schedules, instrumentation, computer hardware and hardware configurations, apparatus and software in various stages of development or any software product (source code, object code, object model or otherwise) including its audio-visual components and any human or machine readable form of the program and any writing or medium in which the program or information therein is stored written or described including, without limitation, diagrams, flow charts, designs, drawings, specifications, models, data bug reports and customer information disclosed by a party in written or electronic form identified as confidential or disclosed in oral form or obtained by the recipient through observation or examination of information or developments and confirmed in writing as confidential within thirty days of oral disclosure or observation;
- “Know How” means all knowledge, scientific and technical information and other information whether or not recorded in material form including all data, techniques, processes, test results, prototypes, experiments, notebooks, records and other information.
- The recipient will keep the disclosing party’s Information confidential and will not disclose or otherwise make available the same or any part thereof to any person, firm, corporation or other entity (except its professional advisers, on-shore sub-contractors and off-shore sub-contractors) and will not use the Information for any purpose other than the Purpose and shall ensure that if any other person shall receive the Information then they shall sign a separate undertaking agreeing to be bound by the terms of this Agreement.
- The recipient may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, that (i) the recipient shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to the recipient and (ii) the recipient shall in all cases remain responsible for all of its obligations under this Agreement.
- Upon written request by the disclosing party at any time or on completion of the Purpose the recipient agrees to promptly return all Information which is capable of return and all documents, exhibits, summaries and reports derived therefrom to the extent that they contain such Information provided pursuant to this Agreement and certify that it has not kept any such Information or documentation.
- The confidentiality obligations of this Agreement will not apply to information, including Information, the recipient is able to demonstrate:
- was in its possession prior to receipt from the disclosing party; or
- was in the public domain at the time of receipt from the disclosing party; or
- became part of the public domain through no fault of the recipient; or
- was lawfully received by the recipient from a Client having a right to disclose it to the recipient; or
- is required to be disclosed in judicial or administrative proceedings after all reasonable legal remedies for maintaining the Information as confidential have been exhausted or is otherwise required by law to be disclosed; or
- is independently developed by the recipient without the aid, application or use of the information disclosed hereunder as can be demonstrated by written records created at the time of such independent development.
- Neither this Agreement nor the provision of any Information by one party to the other shall imply or be construed as granting to the other party any right or license in relation to the Information other than in connection with the Purpose, or any commitment to enter into any other arrangement.
- Patent Yogi and Client represent and warrant to each other that they have the necessary power and authority to enter into this Agreement and that entering into discussions with the other and disclosing Information to the other pursuant to this Agreement does not and will not violate any agreement whether express, implied or by operation of law, with any other person.
- The confidentiality obligations of this Agreement shall continue in force for a period of five years from the date of this Agreement.
- Patent Yogi and Client agree to be legally bound by the terms and conditions of this Agreement which shall be construed in accordance with the laws of USA and all disputes shall be subject to the non-exclusive jurisdiction of the Courts in MA, USA.