- hereinafter referred to individually or jointly as the parties to the Agreement -
Date of entry into force:
Term of this Agreement:
1. Definitions. Confidential information within the meaning of this Agreement is all physical or oral information and data, such as technical or business data, documents or knowledge as well as possibly samples, which the parties to the Agreement exchange in connection with the aforementioned purpose, be they the property of the parties hereto, of their associated companies within the meaning of Section 15 of the German Stock Corporation Act or transferred by third parties under a relevant confidentiality understanding. Confidential information covers all copies and summaries produced thereof. Under this Agreement, confidential information can be sent by both a party to the Agreement and its associated company to the other party hereto.
2. Type of communication. The obligations contained herein shall apply only to that confidential information which if physical in writing or another form is marked as "confidential" or a similar remark or if conveyed orally is described as confidential when communicated and summarized in an appropriately marked memorandum, which is forwarded to the other party to the Agreement within thirty (30) days. Objections by the other party hereto against this shall be raised in writing within thirty (30) days.
3. Confidentiality, use. Each party to the Agreement shall undertake in relation to the other party hereto to
(a) treat all confidential information transferred to it under this Agreement as business secrets confided to it and not to make it available to third parties or to make it available only to those employees of its associated companies who require it for the stipulated purpose and who have been placed under an obligation to observe confidentiality; and
(b) to take for the observance of confidentiality the same care as that shown with regard to its own information of similar importance but at least an appropriate level of care; and
(c) to use the confidential information transferred to it under this Agreement for the purpose set out in the preamble.
4. Exceptions. The obligations contained in Section 3 of this Agreement shall not apply to confidential information as long as and in so far as the latter in accordance with evidence to be furnished by the recipient
(a) was already legitimately known to the recipient beforehand without an obligation to observe confidentiality; or
(b) is or will be generally known through no fault of the recipient provided that the confidential information cannot be regarded as generally known simply because only parts thereof are contained in general announcements or because individual parts or combined parts thereof are or will become known; or
(c) was reported to or transferred to the recipient by a third party legitimately without an obligation to observe confidentiality; or
(d) was proven to be developed by the recipient independently and without recourse to confidential information; or
(e) is to be disclosed based on a binding administrative or court order or binding legal regulations provided that the other party to the Agreement was given prior warning in writing in good time of the disclosure; or
(f) was cleared in writing for announcement by the transferring party to the Agreement.
5. Rejection. Each party to the Agreement is entitled to reject the receipt of confidential information under this Agreement before that information's transfer. No party hereto is obliged because of this Agreement to disclose specific confidential information.
6. Exclusion of rights of licence. Licences or other rights of whatever kind, especially related to industrial property rights, such as patents, utility patents or trademarks, are not granted by this Agreement. Any duty to grant such rights does not arise from this Agreement either.
7. Exemption from guarantee and liability. Confidential information shall be transferred free of charge. A guarantee in respect of the confidential information transferred, especially with regard to its accuracy and use, is not given. Cross liability, if permitted by law, is ruled out. The parties to the Agreement are not obliged to conclude further contracts with regard to the purpose cited in the preamble.
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8. Term. This Agreement shall come into force on the date specified above for the term also cited above. Before the end of the above term, each party to the Agreement can with effect for future transfers of confidential information terminate this Agreement through written notification to the other party hereto with a period of notice of 30 days. The obligations arising from this Agreement before the end of its term shall remain in force however for each party hereto even after the end of the agreement for the continuation period cited above.
9. Property, return. The confidential information transferred shall remain the property of the transferring party to the Agreement or of its associated companies. Confidential information in physical form (including the memoranda in accordance with Section 2 of this Agreement) as well as all copies thereof and any samples handed over shall at the written request of the party to the Agreement that made the transfer be returned to the latter immediately or, if the latter so desires, destroyed. The relevant request must be made no later than three months from the end of the term of this Agreement cited above. In the event of destruction, destruction shall be confirmed in writing by the party to the Agreement that was the recipient to the party hereto that made the transfer.
10. Exclusion of transferability. This Agreement or individual rights and duties arising from it cannot be transferred without the prior written consent of the other party to the Agreement.
11. Written form. All amendments and additions to this Agreement must be in writing in order to be legally valid. This written form requirement may be dispensed with only in writing.
12. Disputes settlement. All disputes which arise from this Agreement or in relation to its validity and cannot be settled amicably shall be ruled on finally by three (3) arbitrators according to the rules of arbitration of the German Institution for Arbitration (DIS) with no recourse to the general courts of law in accordance with German law. The arbitration tribunal can also issue a binding ruling on the validity of this arbitration agreement. The venue of the arbitration tribunal is Munich.
Date: ..................…………………………… Date: ..................……………………………
.......................................................... ................................... ...................................
Name: Name: Name:
Title: Title: Title:
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